CONTRACT
NO: C2394


PROVISION OF INTELLIGENT MONITORING BUOY AND SUPPORT SERVICES


 






 


 


 


CONTRACT
NO. POUK/C2394



 


BETWEEN





 


PREMIER
OIL UK LIMITED


 


AND


 


OCEAN
POWER TECHOLOGIES, INC.


 


FOR
THE PROVISION OF INTELLIGENT MONITORING BUOY


 


..........................................................


 




    	Approved by COMPANY.............	Approved by CONTRACTOR.............



    	 



    

 


CONTRACT
NO: C2394


PROVISION OF INTELLIGENT MONITORING BUOY AND SUPPORT SERVICES


 



 


 


 


 


PAGE
INTENTIONALLY LEFT BLANK FOR DOUBLE SIDED PRINTING


 


 


 


 




    	Approved by COMPANY.............	Approved by CONTRACTOR.............



    	 



    

 


CONTRACT
NO: C2394


PROVISION OF INTELLIGENT MONITORING BUOY AND SUPPORT SERVICES


 


 


SECTION
I


 


FORM
OF AGREEMENT INCLUDING APPENDIX 1


 




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CONTRACT
NO: C2394


PROVISION OF INTELLIGENT MONITORING BUOY AND SUPPORT SERVICES


 


 


FORM
OF AGREEMENT


 


This
CONTRACT is made between the following parties:


 


PREMIER
OIL UK LIMITED, a company incorporated in Scotland (company number SCO48705) having its registered office at 4th
Floor, Saltire Court, 20 Castle Terrace, Edinburgh EH1 2EN and its principal place of business at Upper Denburn House, Prime Four
Business Park, Kingswells Causeway, Kingswells, Aberdeen AB15 8PU hereinafter called the COMPANY


 


and


 


OCEAN
POWER TECHNOLOGIES, INC., a company incorporated in the State of Delaware, United States of America (Company Registration
Number is US Federal ID: 22-2535818 with its registered office at 28 Engelhard Drive, Monroe Township, New Jersey, USA 08534hereinafter
called the CONTRACTOR


 


(together
referred to as the “PARTIES” and individually as a “PARTY”).


 


WHEREAS:


 


	 	1.	the
    COMPANY wishes that certain WORK be carried out in accordance with the terms and conditions of this CONTRACT; and
	 	 	 
	 	2.	the
    CONTRACTOR wishes to carry out the WORK in accordance with the terms and conditions of this CONTRACT.
	 	 	 
	 	 	COMPANY
    wishes that WORK shall be carried out, all as described in the CONTRACT, via authorisation with the issue of a PURCHASE ORDER.


 


		NOW:	



 


The
PARTIES hereby agree as follows:


 


	 	1.	In
    this CONTRACT all capitalised words and expressions shall have the meanings assigned to them in this FORM OF AGREEMENT or
    elsewhere in the CONTRACT.
	 	 	 
	 	2.	The
    following Sections shall be deemed to form and be read and construed as part of the CONTRACT:


 


	 	Section
    I	Form
    of Agreement including Appendix 1


 


	 	Section
    II	(A)	Standard
    Contracts for the UK Offshore Oil and Gas Industry - General Conditions of Contract for Services (On- and Off-shore) - Edition
    3 - 2014
	 	 	 	 
	 	 	(B)	Special
    Conditions of Contract


 


	 	Section
    III	Remuneration
	 	 	 
	 	Section
    IV	Scope
    of Work
	 	 	 
	 	Section
    V	Health,
    Safety and Environment
	 	 	 
	 	Section
    VI	Administration
    Instructions


 




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CONTRACT
NO: C2394


PROVISION OF INTELLIGENT MONITORING BUOY AND SUPPORT SERVICES


 


 


	 	Exhibit
    1	PB3
    PowerBuoy Technical Specification
	 	 	 
	 	Exhibit
    2	CONTRACT
    Milestones


 


The
Sections shall be read as one document, the contents of which, in the event of ambiguity or contradiction between Sections, shall
be given precedence in the order listed, with the exception that the Special Conditions of Contract shall take precedence over
the General Conditions of Contract.


 


	 	3.	In
    accordance with the terms and conditions of the CONTRACT, the CONTRACTOR shall perform and complete the WORK and the COMPANY
    shall pay the CONTRACT PRICE.
	 	 	 
	 	4.	The
    terms and conditions of the CONTRACT shall apply from the date specified in Appendix 1 to this Section I - Form of Agreement
    which date shall be the EFFECTIVE DATE OF COMMENCEMENT OF THE CONTRACT.
	 	 	 
	 	5.	The
    duration of the CONTRACT shall be as set out in Appendix 1 to this Section I - Form of Agreement.


 


The
authorised representatives of the PARTIES have executed the CONTRACT in duplicate upon the dates indicated below:


 


	For:	OCEAN
    POWER TECHNOLOGIES, INC.	 	For:	PREMIER
    OIL UK LIMITED
	 	 	 	 	 
	 	(CONTRACTOR)	 	 	(COMPANY)


 


	 	/s/
    George H. Kirby III	 		/s/
    Calum Knowles 
	Name:
    	George
    H. Kirby III	 	Name:
    	Calum
    Knowles
	Title
    :	President
    & CEO	 	Title
    : 	Senior
    Contracts Engineer
	Date
    :	6/26/18	 	Date
    : 	6/27/18


 




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CONTRACT
NO: C2394


PROVISION OF INTELLIGENT MONITORING BUOY AND SUPPORT SERVICES


 


 


APPENDIX
1 TO SECTION I - FORM OF AGREEMENT


 


Reference


 


Section
I


 


	Clause
    4	The
    EFFECTIVE DATE OF COMMENCEMENT OF THE CONTRACT is June 13, 2018
	 	 
	Clause
    5	The
    CONTRACT shall commence on the EFFECTIVE DATE and shall continue through the RENTAL PERIOD (as that term is defined in Section
    III.7), which RENTAL PERIOD is anticipated to be nine (9) months (a combination of three (3) months initial trial period with
    a six (6) month option period to extend in direct continuation) with one (1) three (3) month option period. Both option periods
    to be exercised entirely at COMPANY’s discretion.
	 	 
	 	Key
    milestone dates and other relevant information for this CONTRACT, including but not limited to the success criteria for the
    three (3) months initial trial period, are set forth in Exhibit 2.
	 	 
	Section
    II	 
	 	 
	Clause
    3.1(a)	The
    COMPANY REPRESENTATIVE is Pieter voor de Poorte
	 	 
	 	The
    CONTRACTOR REPRESENTATIVE is Chris Phebus
	 	 
	Clause
    5.1	The
    COMPANY designated heliport is Dyce, Aberdeen
	 	 
	 	The
    COMPANY designated supply base is Peterson SBS Aberdeen or Edzell
	 	 
	 	COMPANY
    reserves the right to nominate designated locations which may be revised as per instructions issued from time to time.
	 	 
	Clause
    10.2 (b) 	The
    Defects Correction Period applies prior to and during the RENTAL PERIOD (as defined in Section III.7)
	 	 
	Clause
    13.8	The
    period of suspension is twenty eight (28) days
	 	 
	Clause
    14.3	Latest
    time for receipt of invoices after completion of the whole of the WORK shall be three (3) months after completion of the WORK.
	 	 
	Clause
    14.9	Interest
rate per annum - Base Rate plus three percent (3%) pa
	 	 
	Clause
    17.4	Rights
shall vest in CONTRACTOR
	 	 
	Clause
    19.2(d) 	Permanent
third party oil and gas production facilities and pipelines as follows: NONE
	 	 
	 	 
	Clause
    20.2	Insurance
    by CONTRACTOR, the amounts are


 




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CONTRACT
NO: C2394


PROVISION OF INTELLIGENT MONITORING BUOY AND SUPPORT SERVICES


 


 


Employers
Liability: Five Million Pounds (£5,000,000) per occurrence or as contained in legislation in the particular area
in which the WORK is being performed whichever is the greater


 


General
Third Party: Ten Million Pounds (£10,000,000) per single occurrence


 


An
all-risk policy of insurance in the amount of €10,000,000 that covers any damage or loss of the RENTAL EQUIPMENT (as that
term is defined in Section III.7)


 


Clause
27.4(a) (iii) Special Conditions remaining in full force and effect shall be: All


 


	Clause
    29.6	 The
    addresses for the service of notices are:


 





	 	(i)	COMPANY
	 	 	Premier Oil UK Limited
	 	 	Upper Denburn House
	 	 	Premier Four Business Park
	 	 	Kingswells Causeway
	 	 	Kingswells
	 	 	Aberdeen
	 	 	AB15 8PU
	 	 	 
	 	 	Attention:   Supply Chain Manager
	 	 	Email:           L_Notices-uk@premier-oil.com
	 	 	 
	 	(ii)	CONTRACTOR
	 	 	Ocean Power Technologies Inc
	 	 	28 Engelhard Drive
	 	 	Monroe Township,
	 	 	New Jersey
	 	 	USA 08534




 





	Clause
    28.5 (d) 	The
    period of suspension is twenty eight (28) days
	 	 
	Clause
    30.1 (a)	Limitation
    of Liability, including but not limited to the liability specified in Section III.7, before the date of completion of the
    WORK
	 	 
	 	The
    sum is 100% of the PURCHASE ORDER value for the WORK
	 	 
	Clause
    30.1 (b)	Limitation
    of Liability, including but not limited to the liability specified in Section III.7, after the date of completion of the WORK
	 	 
	 	The
    sum is 100% of the PURCHASE ORDER value for the WORK
	 	 
	Clause
    30.2 	The
    limitation period is: As per statute
	 	 
	Clause
    31.1(b)	Resolution
    of disputes. The nominees are:


 


	 	(i)	COMPANY:
    Supply Chain Manager UKBU
	 	 	 
	 	(ii)	CONTRACTOR:
    Chris Phebus, VP Engineering


 




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CONTRACT
NO: C2394


PROVISION OF INTELLIGENT MONITORING BUOY AND SUPPORT SERVICES


 


 


SECTION
II


 


TERMS
AND CONDITIONS OF CONTRACT


 




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CONTRACT
NO: C2394


PROVISION OF INTELLIGENT MONITORING BUOY AND SUPPORT SERVICES


 


 


SECTION
II - (A)


 


GENERAL
CONDITIONS OF CONTRACT


 


PROVISION
OF ON/OFF SHORE SERVICES


 


The
General Conditions of Contract for the UK Offshore Oil and Gas Industry (issued under the auspices of LOGIC) - On- Off-shore Edition
3 dated March 2014 shall apply to the WORK performed under this CONTRACT subject to the Special Conditions contained in Section
II (B).


 


For
the avoidance of doubt the Guidance Notes of the General Conditions of Contract do not form part of the General Conditions and
are not to be taken as a legal interpretation of the General Conditions.


 




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CONTRACT
NO: C2394


PROVISION OF INTELLIGENT MONITORING BUOY AND SUPPORT SERVICES


 


 


SECTION
II – (B)





SPECIAL
CONDITIONS OF CONTRACT


 


 


	Clause	 	Special
    Conditions
	 	 	 
	Clause
                                         1.4

        COMPANY
        GROUP
	 	Delete
                                         the definition and replace with the following:

        “COMPANY
        GROUP” means

        (a)    COMPANY
        and its AFFILIATES

        (b)    CO-VENTURERS
        and their AFFILIATES

        (c)    COMPANY’s
        other contractors of any tier (other than CONTRACTOR or any member of CONTRACTOR GROUP) and their AFFILIATES; and the
        respective directors, officers and employees (including agency personnel) of all of the foregoing.

         

	Clause
                                         1.9

        CONTRACTOR
        GROUP

         
	 	Insert
                                         the words “of any tier” after “SUBCONTRACTORS” on line 1.

         

        Delete
        the second sentence from “CONTRACTOR GROUP shall...” to “agency personnel).” in its entirety.

         

	Clause
                                         1.12

        SUBCONTRACT
	 	Delete
                                         existing Clause 1.12 and replace with the following:

         

        “SUBCONTRACT”
        means any contract between the CONTRACTOR and any person (other than COMPANY or any employees of the CONTRACTOR) or between
        SUBCONTRACTORS of any tier for the performance of any part of the WORK.”

         

	Clause
                                         1.18 (new)

        PURCHASE
        ORDER
	 	“PURCHASE
                                         ORDER” shall mean the document issued by COMPANY to CONTRACTOR, in accordance with
                                         the CONTRACT, detailing the specific WORK authorised under the CONTRACT to be carried
                                         out at that time. A specimen PURCHASE ORDER is provided in SECTION V Administration Instructions,
                                         Attachment 1. The PURCHASE ORDER shall not contain any terms or conditions that are not
                                         already addressed in the CONTRACT, and the PURCHASE ORDER shall not add to, change, modify,
                                         replace or otherwise vary any terms or conditions addressed in the CONTRACT.

                                                                               

	Clause
                                         3.2 (a)

        COMPANY
AND CONTRACTOR REPRESENTATIVES 
	 	 

        Delete
        the first word of this clause and replace with: “Only the”



 




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CONTRACT
NO: C2394


PROVISION OF INTELLIGENT MONITORING BUOY AND SUPPORT SERVICES


 


 


	Clause	 	Special
    Conditions
	 	 	 
	Clause
                                         7.2

        CONTRACTOR
        TO INFORM COMPANY/COMPANY TO INFORM CONTRACTOR
	 	At
                                         the end of the first sentence insert the following new sentence:

        “CONTRACTOR
        shall allow the COMPANY to participate in any investigation into such accidents and, in any event, shall provide a copy
        of any accident report and/or investigation report to the COMPANY as soon as reports become available.

         

	 	 	 
	Clause
                                         8.2

        SUBCONTRACTING
	 	Insert
                                         new Clause 8.2(e) as follows:

         

        “(e)
        CONTRACTOR shall provide that any SUBCONTRACT entered into by CONTRACTOR shall contain as a minimum provisions effectively
        the same as those contained in Clauses 13,16,17,18,19, 20, 21, 22,24,27,28 and 33 of the CONTRACT.”

         

	Clause
                                         10.2 (b)

        DEFECTS
        CORRECTION
	 	Add
                                         to the end of the first paragraph of this Clause:

        “,at
        its sole cost and expense”

         

	Clause
                                         13.1 (c)

        SUSPENSION

         
	 	Delete
                                         13.1(c) in its entirety and replace with:

        “The
        COMPANY shall have the right, by notice to the CONTRACTOR, to suspend the WORK or any part thereof to the extent detailed
        in the notice to suit the convenience of the COMPANY; however, any suspension of the WORK, or any part thereof, to suit
        convenience of COMPANY shall continue for a period of time not to exceed fourteen (14) calendar days. Thereafter, the
        suspended WORK or any part thereof shall resume unless the COMPANY proceeds in accordance with the termination provisions
        contained in LOGIC Clause 24 as modified by the CONTRACT. The COMPANY’s right to suspend the WORK or any part thereof
        pursuant to LOGIC Clause 13.1 (a) (addressing safety) are not subject to the 14 calendar days limitation set forth above.

         

	Clause
    13.2 (b)	 	After
    “COMPANY” insert “and shall use all reasonable endeavours to minimize COMPANY’s costs and expenditure
    during suspension.”


 




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CONTRACT
NO: C2394


PROVISION OF INTELLIGENT MONITORING BUOY AND SUPPORT SERVICES


 


 


	Clause	 	Special
    Conditions
	 	 	 
	Clause
                                         20.1

        INSURANCE
	 	In
                                         line 7 and in line 10/11 delete “COMPANY, CO-VENTURERS and its and their respective
                                         AFFILATES” and replace with “COMPANY GROUP”

         

	Clause
                                         24.1 (a)

        TERMINATION

         

         
	 	(i)            The
                                         COMPANY shall have the right by giving notice to terminate all or part of the WORK or
                                         the CONTRACT at such time or times as the COMPANY may consider necessary to suit the
                                         convenience of the COMPANY; however, any termination of the WORK or the CONTRACT to suit
                                         the convenience of the COMPANY shall, subject to Clause 24.1(a) (ii) below, only apply
                                         prior to the commencement of the shipment of the PB3 PowerBuoy from the CONTRACTOR’s
                                         facility in the United States to the COMPANY’s WORKSITE in the United Kingdom.
                                         Thereafter, the COMPANY may only terminate all or part of the WORK or the CONTRACT at
                                         such time as the COMPANY may consider necessary pursuant to Clause 24.1(b) (addressing
                                         fault) or Clause 24.1(c) (Addressing bankruptcy).

        (ii)           COMPANY
        has the right to terminate the CONTRACT at the end of the initial three (3) month trial period.

         

	Clause
                                         24.3 (a)

        TERMINATION

         
	 	After
                                         “notice”, and prior to the semi-colon insert:

        “in
        a prompt and orderly manner with the purpose of mitigating losses, minimising further expenditures and minimising disruptions
        to COMPANY’s ongoing operations.”

         

	Clause
    34 (new)	 	Insert
                                         the following new Clause:

        34.
        INDUSTRY MUTUAL HOLD HARMLESS SCHEME

         

        CONTRACTOR
        shall be and shall ensure that any SUBCONTRACTOR is a signatory to the Industry Mutual Hold Harmless scheme.

         

	Clause
                                         35 (new)

        APPOINTMENT
        OF SERVICE AGENT
	 	Insert
                                         the following new Clause:

        35.
        APPOINTMENT OF SERVICE AGENT

        “CONTRACTOR
hereby irrevocably authorises and appoints Ocean Power Technologies, Ltd., located at 23-25 Waterloo Place, Lemington Spa, Warwickshire,
CV32 5LA, United Kingdom as its agent to accept on its behalf service of all legal process in England in relation to any dispute
arising out of this CONTRACT and any VARIATIONS. Nothing in this clause shall affect COMPANY’s right to serve process in
any other manner permitted by law or the right to bring proceedings in any other jurisdiction for the purposes of enforcement
or execution of any judgement or other settlement in any other courts.” 



 




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CONTRACT
NO: C2394


PROVISION OF INTELLIGENT MONITORING BUOY AND SUPPORT SERVICES


 


 


SECTION
III


 


REMUNERATION


 


	A	REMUNERATION


 


	1.0	GENERAL



 


	1.1.	The
    primary purpose of this Section III – Remuneration is to establish a pricing structure for the provision of WORK, as
    detailed within Section IV – Scope of Work, together with all relevant specifications applicable to same, determined
    against an agreed pricing and discount arrangement, that will apply for the duration of the CONTRACT, as authorised with any
    PURCHASE ORDER issued in accordance with same.
	 	 
	1.2.	In
    full consideration of the satisfactory performance of the WORK by the CONTRATOR in complying with its obligations under the
    CONTRACT, the COMPANY agrees to pay, or cause to be paid to the CONTRACTOR, the CONTRACT PRICE, at the times and in the manner
    specified in the CONTRACT and as authorised with the relevant PURCHASE ORDER, as appropriate.
	 	 
	1.3.	The
    CONTRACT PRICE shall consist of only the rates and prices as are contained within this Section III – Remuneration and
    shall be the full consideration to the CONTRACTOR for all costs, overheads and profits associated with the WORK and fulfilling
    all obligations and liabilities of the CONTRACTOR under the CONTRACT. All lump sums, unit rates and prices contained within
    this Section III – Remuneration are in US Dollars USD($) unless otherwise stated.
	 	 
	1.4.	All
    lumps sums, unit rates and prices contained herein shall be exclusive of any incidence of Value Added Tax (VAT) applicable
    to the WORK undertaken by the CONTRACTOR for the COMPANY under the CONTRACT. The gross amount of VAT chargeable thereon shall
    be paid to the CONTRACTOR by the COMPANY additional to any other payment due under the CONTRACT, provided always that the
    CONTRACTOR supplies the COMPANY with a valid Tax invoice / Certificate as may be required by relevant statutes or regulations.
	 	 
	1.5.	The
    CONTRACT rates and prices shall be calculated in accordance with this Section III
	 	 
	1.6	The
    CONTRACTOR shall invoice the COMPANY on the basis of the applicable lump sums, unit rates, and prices detailed in this Section
    III – Remuneration in accordance with the provisions of the CONTRACT as authorised in the relevant PURCHASE ORDER, as
    appropriate.
	 	 
	1.7	No
    reimbursement will be made for the WORK which is not performed in accordance with the CONTRACT.
	 	 
	1.8	 The
    CONTRACTOR shall not be entitled to remuneration in respect of personnel or equipment time incurred non-productively:


 


	 	(a)	Through
    shortages or delays in the supply by the CONTRACTOR GROUP of personnel, equipment, information or materials, provided that
    the COMPANY shall have given to the CONTRACTOR adequate notice of the need for such supply; and/or
	 	 	 
	 	(b)	Due
    to a lack of planning on the part of the CONTRACTOR; and/or
	 	 	 




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CONTRACT
NO: C2394


PROVISION OF INTELLIGENT MONITORING BUOY AND SUPPORT SERVICES


 


 


	 	(c)	for
    time incurred non-productively through breakdown or loss of the CONTRACTOR GROUP’s equipment or plant; and/or
	 	 	 
	 	(d)	through
    materials being non-compliant with the WORK requirements, in accordance with the provisions of the CONTRACT.


 


	1.9	No
    claim or submission for additional monies will be accepted by the COMPANY for failure to price an item identifiable from Section
    IV- Scope of Work or other CONTRACT documents but not specifically identified herein, or for any item which proves to be required
    for the safe and proper performance of the WORK or to satisfy the requirements of any approving authority.
	 	 
	1.10	The
    CONTRACTOR’s schedules of personnel, equipment and consumables contained within this Section III – Remuneration
    are deemed to be total and complete. No other charges will be accepted or authorised unless the CONTRACTOR received prior
    written agreement from the COMPANY.
	 	 
	1.11	Unless
    otherwise stated herein, “Day” or “day” shall mean a period of twenty-four (24) hours beginning at
    00:00 hours on any day and ending at 24:00 hours on the same day.
	 	 
	1.12	All
    invoices submitted on the basis of the rates detailed within this Section III – Remuneration shall be supported by CONTRACTOR
    approved personnel timesheets, plant sheets and shipping manifest where applicable.
	 	 
	1.13	All
    third party supplier invoices shall be submitted by CONTRACTOR to COMPANY within 30 days of the end of each calendar month
    for WORK carried out in such calendar month.


 


		2.0	PREAMBLE
                                         TO LUMP SUMS AND UNIT RATES



 


The
lump sums, unit rates and prices included in this Section III – Remuneration shall be all-inclusive fixed for the WORK as
specified in Section IV – Scope of Work, all in accordance with the CONTRACT and as authorised in the applicable PURCHASE
ORDER, and shall include without limitation the cost of the following:


 


	 	i)	Provision
    of all necessary project management and engineering, design, draughting and other technical services for the WORK, all as
    more fully described in Section IV – Scope of WORK;
	 	 	 
	 	ii)	The
    WORK as described in Section IV – Scope of WORK, attached;
	 	 	 
	 	iii)	Provision
    (including MOBILISATION, operation and DEMOBILISATION) of all personnel, materials and equipment required for full performance
    of the WORK;
	 	 	 
	 	iv)	Maintenance,
    repair and replacement of all necessary working equipment required for the execution of the WORK;
	 	 	 
	 	v)	Provision
    of onshore facilities and services to support the WORK;
	 	 	 
	 	vi)	Loading
    of CONTRACTOR’s materials and equipment onto COMPANY transport for delivery to COMPANY supply base and off-loading upon
    its return from offshore – all to COMPANY’s account;
	 	 	 
	 	vii)	Provision
    of all documents that may be required by Customs and Excise, Port Authorities and any other statutory body with jurisdiction
    or requirements in connection with CONTRACTOR’s equipment and materials;


 




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CONTRACT
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PROVISION OF INTELLIGENT MONITORING BUOY AND SUPPORT SERVICES


 


 


	 	viii)	All
    consumable items and those not incorporated into the WORK, including materials, supplies, welding rods, facilities, maintenance
    and running costs for construction, plant, workshops, other buildings, construction equipment, craneage, hoists, loadout apparatus,
    power generation equipment, temporary construction aids, shelters, vehicles, protective clothing for CONTRACTOR’s personnel
    and any other equipment or facilities to be utilised;


 


	 	ix)	Compliance
    with all safety and medical requirements, and safety and survival training for CONTRACTOR’s personnel and the provision
    to CONTRACTOR personnel offshore for all safety, protective and survival clothing and equipment, and medical check-ups, and
    obtaining all medical and training certificates;
	 	 	 
	 	x)	All
    labour, materials, consumables and on-site services relating to inspection, and testing specifically called for by this CONTRACT,
    and any other tests considered necessary by CONTRACTOR;
	 	 	 
	 	xi)	Procurement,
    expediting, inspection, purchase, documentation, unloading, handling, storage, preserving and protection, packing, transportation
    and incorporation (permanently or temporarily) into the WORKS of all equipment and materials associated with the WORK;
	 	 	 
	 	xii)	The
    provision of all spares and consumables required during testing, Factory Acceptance Tests of any procured or repaired equipment
    including any testing / analysis equipment;
	 	 	 
	 	xiii)	The
    provision of all installation material spares including, but not limited to bolts and gaskets.
	 	 	 
	 	xiv)	Provision
    and installation of all protection materials necessary, whether of a temporary or permanent nature;
	 	 	 
	 	xv)	The
    provision of all permits, licences and other authorisations required to operate the CONTRACTOR’s equipment;
	 	 	 
	 	xvi)	Compliance
    with the requirements of COMPANY’s approved Verification Body (VB) to review and approve all detailed design activities,
    monitor construction activities and issue a statement of compliance for equipment and operations that will meet the requirements
    of COMPANY;
	 	 	 
	 	xvii)	The
    provision of all permits, licences and other authorisations required to perform the WORK;
	 	 	 
	 	xviii)	Compliance
    with the requirements of the United Kingdom DBERR, and H.S.E;
	 	 	 
	 	xix)	Compliance
    with and the provision of all necessary details in accordance with the “F” Gas Regulations;
	 	 	 
	 	xx)	Compliance
    with the requirements of the Civil Aviation Authority with regard to personnel fitness for travel;
	 	 	 
	 	xxi)	Royalties,
    patent and licence fees, usage of proprietary information and systems and similar items;
	 	 	 
	 	xxii)	Provision
    and maintenance of CONTRACTOR’s QA/QC system and EN BS ISO 9000 registration;


 




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CONTRACT
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PROVISION OF INTELLIGENT MONITORING BUOY AND SUPPORT SERVICES


 


 


	 	xxiii)	Development
    and implementation of all planning, cost, QA, materials and document controls;


 


	 	xxiv)	Preparation
    of a Quality Plan for COMPANY APPROVAL describing the resources and activities which shall be employed to achieve the quality
    objectives for the WORK;
	 	 	 
	 	xxv)	Provision
    of SUBCONTRACT WORK, services and personnel of either a technical or professional nature as required;
	 	 	 
	 	xxvi)	Attendance
    of CONTRACTOR’s personnel at all meetings required by COMPANY and all costs associated therewith;
	 	 	 
	 	xxvii)	Production
    of all drawings and specifications, reproducing such drawings and specifications as required and COMPLETION of scope drawings
    as required by COMPANY in both hard copy and electronic format;
	 	 	 
	 	xxviii)	All
    documentation including operations and maintenance manuals for COMPANY approval, a verification manual for Independent Inspection
    Authority (IIA), and complete set of “As-built” drawings, certification and reports wherever appropriate;
	 	 	 
	 	xxix)	Provision
    of all tools including hand tools;
	 	 	 
	 	xxx)	Provision
    for onshore and offshore WORK of all direct, indirect, productive and non-productive labour, supervision, staff and management
    as are required for full performance of the WORK, including all wages and base salaries relating to normal, overtime, weekend,
    holiday or shift hours (whether day or night) and associated payroll burdens (including but not limited to premium payments,
    bonuses [including divers’ saturation premium and staff benefits], National Insurance Contributions and other payroll
    taxes, private health plan(s), pensions, employers’ liability or other insurances, sickness benefit, redundancy payments,
    industrial training levies, holidays, and all costs of crew changes, accommodation and living expenses, relocation and travel
    (so far as not expressly found to the contrary elsewhere within the CONTRACT) to achieve the completion of the WORK;
	 	 	 
	 	xxxi)	All
    of CONTRACTOR’s overheads or other cost including but not limited to finance costs, depreciation, costs of non-chargeable
    staff and management, CONTRACTOR vehicles, administrative, legal, insurance, accounting, tax advisory, auditing, finance,
    marketing, computing, clerical and secretarial services, materials, consumables, utilities, stationery, and telefax facilities
    and usage, graphics, draughting (including CAD), reproduction, electronic mail (including the provision of Microsoft Office
    system) and other network computer facilities arising out of its corporate head office or other offices at which the WORK
    is being performed;
	 	 	 
	 	xxxii)	Maintenance
    of buildings, workshops, offices, plant and equipment and all other parts and items in CONTRACTOR’s onshore site facility
    in a safe and operational condition including labour, materials, spare parts and other services;
	 	 	 
	 	xxxiii)	Provision
    of any buildings, offices, workshops and other facilities (including site preparation and temporary WORKS) as required to
    complete the WORK and services hereto;
	 	 	 
	 	xxxiv)	All
    travel, subsistence and associated costs including but not limited to hotel accommodation, air travel, taxi, car hire, meals
    and the like (so far as not expressly found to the contrary elsewhere in the CONTRACT) – travel and accommodation for
    CONTRACTOR personnel to be reimbursed as expensed;


 




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PROVISION OF INTELLIGENT MONITORING BUOY AND SUPPORT SERVICES


 


 


	 	xxxv)	Provision
    of a Performance Bond and/or Parent Company Guarantee in accordance with the provisions of the CONTRACT (not required);
	 	 	 
	 	xxxvi)	Provision
    of CONTRACTOR’s insurance cover as required by the CONTRACT, including all associated costs;
	 	 	 
	 	xxxvii)	The
    cost of any deductibles associated with claims made against COMPANY’s Construction All Risks or other Insurance Policy;
	 	 	 
	 	xxxviii)	All
    remedial WORK necessary for compliance with the requirements of the CONTRACT;
	 	 	 
	 	xxxix)	Any
    costs associated with the free-issue materials and equipment;
	 	 	 
	 	xl)	All
    other overheads, risks, depreciation, expenses, liabilities and obligations which under the terms of the CONTRACT are to be
    borne by CONTRACTOR and other risks which CONTRACTOR could reasonably expect to bear in the performance of the WORK, and compliance
    with the CONTRACT articles generally;
	 	 	 
	 	xli)	CONTRACTOR’s
    profit; 
	 	 	 
	 	xlii)	COMPANY
    shall not consider any request for additional reimbursement for loss of revenue, overheads or profit as a result of any, omission
    or addition due to the method which the CONTRACTOR has used to determine the CONTRACT PRICE.
	 	 	 
	 	xliii)	The
    Manhour Rates shall apply to any applicable VARIATION under the Contract and shall include but not be limited to:


 


	 	●	All
    wages and salaries relating to normal, weekend, holiday or shift hours (whether day or night), overtime premiums, National
    Insurance contributions, private health plan, pensions, employer’s liability or other insurance, sickness benefit, holidays
    and bonuses;
	 	 	 
	 	●	Onshore
    hourly rates shall be reimbursed for the actual number of hours worked, as approved by COMPANY by means of timesheets;
	 	 	 
	 	●	Offshore
    day rates shall be reimbursed for each day CONTRACTOR’s personnel are offshore, as approved by COMPANY by means of timesheets.
    Part days shall be pro-rated.


 


	 	xliv)	The
    day rates shall be inclusive of the items and activities specified herein and as detailed in Section IV – Scope of WORK.
	 	 	 
	 	xlv)	The
    daily stand-by rates shall be payable, providing that in all respects the CONTRACTOR had programmed, was ready and
    available for work and shall be deemed to cover all costs and expenses incurred during a 24 hour period. Any stand-by occurring
    for less than 24 hours per day shall be reimbursed pro-rata from the day rate based on a 24-hour day; reimbursement shall
    be to the nearest half hour.
	 	 	 
	 	xlvi)	DELETED
	 	 	 
	 	xlvii)	The
    day rates shall not be payable in the event that the CONTRACT is suspended due to the negligence or fault of CONTRACTOR pursuant
    to the CONTRACT.
	 	 	 
	 	xlviii)	In
    the event of award of CONTRACT, this shall be duplicated into Section III – Remuneration of the Pro Forma Contract and
    form part of CONTRACT.


 




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PROVISION OF INTELLIGENT MONITORING BUOY AND SUPPORT SERVICES


 


 


		3.0	ONSHORE
                                         AND OFFSHORE PERSONNEL



 


	3.1	The
    onshore and offshore personnel rates quotes shall be for personnel working on any UK and/or UKCS WORKSITE.
	 	 
	3.2	All
    accommodation and subsistence at the COMPANY’s offshore WORKSITE shall be to the COMPANY’s account.
	 	 
	3.3	The
    offshore day rate for the CONTRACTOR GROUP’s personnel shall be paid from the time of scheduled check-in at the COMPANY’s
    mobilisation point, en route to the offshore location, until return to same. The only exceptions to this are on ‘Mobilisation’
    and ‘Demobilisation’ days, being the crew change days. On crew change days, a charge for one (1) of the CONTRACTOR
    GROUPs personnel only, will be accepted by the COMPANY (i.e. outgoing CONTRACTOR GROUP’s personnel will be reimbursed
    but not the incoming CONTRACTOR personnel on crew rotation). Subject to normal operating requirements, the COMPANY will transport
    the CONTRACTOR GROUP’s personnel between the mobilisation point and the offshore WORKSITE. Such transportation shall
    at all times be at the COMPANY’s discretion.
	 	 
	3.4	In
    the event of any delay in departure from the mobilisation point to the offshore WORKSITE, the CONTRACTOR GROUP’s personnel
    shall remain at the mobilisation point until stood down by the COMPANY. Should such delay result in the CONTRACTOR GROUP’s
    personnel remaining on standby overnight, the COMPANY (to suite operational requirements) shall reimburse the CONTRACTOR an
    agreed lump sum per night to cover accommodation in Aberdeen, meals and transportation to/from the accommodation and heliport,
    for those CONTRACTOR GROUP personnel normally not residing locally i.e. outwith a forty (40) mile radius of the mobilisation
    point. Such payments will be progressed in accordance with the applicable provisions of Section III – Remuneration.
	 	 
	3.5	The
    COMPANY shall be responsible for arranging meals, accommodation and transport as appropriate, all to its account if the helicopter
    having taken off from the drilling unit and/or other associated intervention vessel diverts to land at a location other than
    Aberdeen.
	 	 
	3.6	The
    COMPANY shall be liable for any documented costs incurred by the CONTRACTOR GROUP’s from the scheduled check-in time
    or subsequent to the disembarkation of the CONTRACTOR GROUP’s personnel at the designated demobilisation point, located
    in Aberdeen.
	 	 
	3.7	For
    the avoidance of doubt, the offshore working day shall be for a minimum twelve (12) hour day, and any hours worked in excess
    of this on any particular day shall be deemed to be included in the pertinent offshore daily rate.
	 	 
	3.8	The
    onshore daily rate(s) contained within this Section III – Remuneration, shall apply for each eight (8) hour day spent
    productively working onshore. In the event that only partial day is worked, then reimbursement shall be made on a pro-rata
    basis. In the event that more than eight (8) hours are worked in the same day, then such hours (over the nominal eight (8)
    hours) are deemed to be included in the pertinent onshore personnel day rate, and the COMPANY shall not be liable for any
    overtime charges. The only exception to this would be where specific overtime work is authorised in writing in advance by
    the COMPANY REPRESENTATIVE, and where a schedule of pertinent overtime rates per hour worked for each personnel category is
    agreed between both PARTIES.


 




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PROVISION OF INTELLIGENT MONITORING BUOY AND SUPPORT SERVICES


 


 


	3.9	CONTRACTOR
    shall not remove, replace or transfer any personnel without prior agreement of COMPANY. CONTRACTOR shall submit complete resumes
    of all personnel to COMPANY for review prior to assigning personnel to the CONTRACT. COMPANY retains the right to remove any
    of CONTRACTOR’s personnel for lack of performance or irregular conduct.


 


	4.0	PLANT
                                         / EQUIPMENT / MATERIALS / TOOLS ETC (NOT USED – SEE 7.0 BELOW )



 


(SECTION
DELETED)


 


	5.0	THIRD
                                         PARTY MATERIALS AND SERVICES



 


The
COMPANY shall reimburse the CONTRACTOR for the provision of third party goods and services at actual net documented cost, provided
that such goods and services:


 


	 	(a)	Are
    required solely for the performance of the WORK being additional to that specified or referred to in Section IV – Scope
    of Work and which are not included in Section III – Remuneration
	 	 	 
	 	(b)	Have
    been requested by the COMPANY in advance in writing; and,
	 	 	 
	 	(c)	Have
    been provided at demonstrably competitive rates, sums or prices.


 


		6.0	CLAIMS



 


COMPANY
will not be obliged to consider any claim by CONTRACTOR unless the following procedure is strictly adhered to:


 


	 	(a)	CONTRACTOR
    will submit written notice to COMPANY within twenty-eight (28) days of the occurrence constituting such claim.
	 	 	 
	 	And	 
	 	 	 
	 	(b)	CONTRACTOR
    will submit to COMPANY a written detailed statement of any such claim, which may be subject to audit, within sixty (60) days
    of the occurrence constituting such claim.


 


Claim
submissions identified outside the time scale described above shall be considered to be time barred.


 


	7.0	RENTAL
    EQUIPMENT


 


“RENTAL
EQUIPMENT” means the PB3 PowerBuoy as specified in Exhibit 1 of the CONTRACT and any substitutions or replacements of the
PB3 PowerBuoy and all related accessories (other than those provided by the COMPANY), and any manuals and instructions as may
be appropriate.


 


“RENTAL
PERIOD” means that period of time beginning when RENTAL EQUIPMENT is delivered to COMPANY’s designated place of delivery,
specified in Exhibit 2, and ending when such RENTAL EQUIPMENT is returned to COMPANY’s designated place of redelivery, specified
in Exhibit 2.


 




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PROVISION OF INTELLIGENT MONITORING BUOY AND SUPPORT SERVICES


 


 


	7.1	CONTRACTOR
    represents and warrants to COMPANY that RENTAL EQUIPMENT shall:


 


	 	(a)	comply
    with the description and any specification or sample specified in Exhibit 1;
	 	(b)	be
    new or as new and fit for the purpose specified in the CONTRACT;
	 	(c)	be
    free from defects in design, material and workmanship that prevent the RENTAL EQUIPMENT from operating or performing as designed
    or in accordance with the specifications identified in Exhibit 1;
	 	(d)	comply
    with all applicable statutory and regulatory requirements relating to manufacture, testing, calibrating, labelling, packaging,
    storage, handling and delivery.


 


	7.2	CONTRACTOR
    is hereby put on notice that the RENTAL EQUIPMENT is to be used offshore by COMPANY. COMPANY is responsible for the offshore
    deployment and retrieval of RENTAL EQUIPMENT in accordance with directions and instructions provided CONTRACTOR.
	 	 
	7.3	Special
    returnable containers used for the delivery of RENTAL EQUIPMENT shall be returned to CONTRACTOR upon the delivery and/or installation
    of the RENTAL EQUIPMENT.
	 	 
	7.4	Charges
    in respect of RENTAL EQUIPMENT used offshore shall, unless otherwise agreed in writing, apply only during the RENTAL PERIOD.
    COMPANY shall provide CONTRACTOR with written notice of the date when the RENTAL PERIOD shall end and such written notice
    shall be provided at least 15 calendar days prior to the date when the RENTAL PERIOD shall end.
	 	 
	7.5	RENTAL
    EQUIPMENT, and any intellectual property associated with or embedded within RENTAL EQUIPMENT, shall at all times remain the
    property of CONTRACTOR, and COMPANY shall have no right, title or interest in or to RENTAL EQUIPMENT save the right to possession
    and use of the RENTAL EQUIPMENT subject to the terms and conditions of this CONTRACT. COMPANY shall have no obligation in
    respect of the RENTAL EQUIPMENT during the RENTAL PERIOD save (a) to maintain and operate RENTAL EQUIPMENT in accordance with
    the instructions provided by CONTRACTOR; (b) to make payment for RENTAL EQUIPMENT as agreed in the CONTRACT.
	 	 
	7.6	CONTRACTOR
    waives any right of lien against the RENTAL EQUIPMENT during the RENTAL PERIOD. CONTRACTOR shall not at any time during the
    RENTAL PERIOD suffer or permit any lien, attachment or encumbrance to be imposed by any PERSON upon any RENTAL EQUIPMENT (or
    any part thereof) by reason of a claim or demand against CONTRACTOR.
	 	 
	7.7	COMPANY
    shall be responsible for the RENTAL EQUIPMENT during the RENTAL PERIOD and COMPANY acknowledges that CONTRACTOR shall not
    be responsible for, and indemnifies CONTRACTOR from any claims for, any loss of or damage, to third parties arising out of
    or in connection with any misuse or mishandling of the RENTAL EQUIPMENT by COMPANY GROUP during the RENTAL PERIOD.
	 	 
	7.8	Notwithstanding
    Clause 7.7 above the RENTAL EQUIPMENT and title thereto shall remain the property of the CONTRACTOR at all times. Risk of
    loss or damage to the RENTAL EQUIPMENT shall be with CONTRACTOR at all times during the term of the CONTRACT, and CONTRACTOR
    indemnifies, releases and holds harmless the COMPANY GROUP in respect of loss or damage to the RENTAL EQUIPMENT irrespective
    of cause and notwithstanding the negligence or breach of duty (whether statutory or otherwise) of the COMPANY GROUP.


 




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	B	SCHEDULE
    OF RATES
	 	 
	 	Any
    remuneration will be in accordance with each CONTRACT for WORK (“CONTRACT”), executed by way of a PURCHASE ORDER.
	 	 
	1.0	RATES,
    SUMS AND PRICE SCHEDULES
	 	 
	 	CONTRACTOR
    will detail a full list of personnel required to perform the WORK as set out in Section IV – Scope of Work and provide
    all-inclusive day rates for each and every category.
	 	 
	 	CONTRACTOR
    will provide an exhaustive list of equipment which may be required in the performance of the WORK as set out in Section IV
    – Scope of Work and will provide daily rental rates for each or as agreed with COMPANY REPRESENTATIVE.
	 	 
	2.0	GENERAL
	 	 
	2.1	The
    description of prices contained in this Section III is for the convenience of CONTRACTOR and COMPANY in the pricing and administration
    of payment for the WORK. As such, the descriptions are deemed to represent the total requirement for the Scope of Work. No
    claim or submission for additional compensation shall be accepted by COMPANY on the grounds that CONTRACTOR failed, or was
    unable, to price am item of the WORK which could be reasonably identified from the scope.
	 	 
	 	 
	2.2	CONTRACTOR
    shall be responsible for notifying COMPANY, within seven (7) working days, of all CONTRACTOR equipment which has not been
    returned as planned. Failure to notify COMPANY of non-return of equipment shall result in equipment status being off-hire.
	 	 
	3.0	PRICING
	 	 
	3.1.1	PRE
    TRIAL WORK


 


	ITEM	 	LIST
    PRICE 	 	PRICE
    TO CUSTOMER	 	COMMENTS
	Trial
    definition and System design	 	***	 	***	 	Assistance
    to define the functionality and sensors required
	Integration
    of sensors and modification of functionality on software	 	***	 	***	 	Integration
    of equipment onto the PB3 FAT & system functionality test in house pre shipment. Sensor NRE in excess of $*** shall be
    billed at cost
	Project
    management, design/operations meetings & logistics planning	 	***	 	***	 	In-house
    manpower
	Delivery
    of PB3 to Aberdeen	 	***	 	***	 	Delivered
    Quayside Aberdeen – COMPANY to act as Consignee and
	All
    risk insurance policy	 	***	 	***	 	Insurance
    for any loss or damage to the PB3. The cost of the insurance policy shall be billed at cost, and any deductibles or retentions
    required under the policy for any claims made shall be billed at cost.


 


***This
information has been omitted in reliance upon Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and has been filed
separately with the Securities and Exchange Commission.


 




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PROVISION OF INTELLIGENT MONITORING BUOY AND SUPPORT SERVICES



 





 






 


	3.1.2	INITIAL
    TRIAL PERIOD – 3 MONTHS


 


	ITEM	 	LIST
    PRICE 	 	PRICE
    TO CUSTOMER	 	COMMENTS
	Onsite
    support (2 men x 14 days)	 	***	 	***	 	Mobilisation
    / deployment supervisory and advisory role
	Remote
    monitoring of the system	 	***	 	***	 	Initial
    high intensity monitoring support of PB3
	Training
    of COMPANY personnel for monitoring of system	 	***	 	***	 	To
    enable COMPANY personnel to monitor the system on day to day basis
	3
    Month Rental of PB3	 	***	 	***	 	Based
    on single 3 month rental


 


	3.1.3	OPTION
    PERIOD 1 – 6 MONTHS


 


	ITEM	 	LIST
    PRICE 	 	FIRM
    PRICE TO CUSTOMER	 	COMMENTS
	PB3
    Rental for 6 months	 	***	 	***	 	Supervisory
    and advisory role
	Remote
    monitoring of the system for 6 months	 	***	 	***	 	Monitoring
    / support for periodic health checks and monthly reporting
	Decommissioning
    of PB3 support services	 	***	 	***	 	One
    man for 14 days max excluding travel & expenses
	Shipment
    from Aberdeen to Monroe Township, NJ	 	***	 	***	 	FOB
    Aberdeen


 


	3.1.4	OPTION
    PERIOD 2 – 3 MONTHS


 


	ITEM	 	OPTION
    2 FIRM PRICE	 	COMMENTS
	PB3
    Rental for 3 months	 	***	 	Optional
    extension post 6 month rental period
	Monthly
    Rental	 	***	 	Flexibility
    in case of shorter / longer extension
	PB3
    Rental for 3 years	 	***	 	 
	PB3
    Purchase Price	 	***	 	PB3
    price valid until 31 Dec 2018
	Decommissioning
    of PB3	 	***	 	One
    man x 14 days
	Unscheduled
    onsite support visit services	 	***	 	Per
    man day (min 5 days) excluding travel & expenses
	Remote
    monitoring support (post 3 month 	 	***	 	Per
    month


 


Notes
to Pricing:


 


	 	●	All
    prices are firm for the duration of the CONTRACT, based in US Dollars and exclusive of all UK taxes, VAT and customs duties
	 	●	Initial
    Trial Period includes four (4) hours of remotely conducted monitoring training for COMPANY personnel, to be provided remotely
    by webcast or similar means. Additional training is additional at cost.
	 	●	Additional
    deployment site visits post Initial Trial Period are chargeable to COMPANY


 


***This
information has been omitted in reliance upon Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and has been filed
separately with the Securities and Exchange Commission.


 




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	 	●	Mooring
    design services, validation of mooring design, mooring installation procedures and mooring procurement shall be provided at
    COMPANY cost. Verification of mooring design included in Initial Trial Period by CONTRACTOR 
	 	●	Subject
    to COMPANY approval, PB3 rental shall be invoiced one (1) month in advance, commencing after 3.1.1 Initial Trial Period. The
    first rental payment shall include the first and second months rental fee. Thereafter, invoicing shall be monthly.
	 	●	COMPANY
    to facilitate the provision of all mooring equipment and charter of suitable deployment and recovery vessels in accordance
    with CONTRACTOR approved PB3 loadout and recovery procedures. Recovery and deployment of PB3 will be provided for at COMPANY
    expense and performed under the supervision and instruction of CONTRACTOR. Permits and authorisations required for deploying
    the PB3 shall be obtained and maintained by COMPANY 
	 	●	Sensor
    NRE costs more than $*** shall be invoiced at net documented cost.
	 	●	All
    communication costs, Satcom, 4G shall be to COMPANY’s cost
	 	●	All
    prices are exworks CONTRACTOR premises Monroe Township, New Jersey, USA, CONTRACTOR to arrange delivery based on INCOTERM
    2010 DAP to COMPANY designated delivery port and back charge in advance to COMPANY. All costs associated with quayside activity,
    storage and staging, transportation ex Aberdeen shall be provided by COMPANY at COMPANY’s cost. 
	 	●	PB3
    standard warranty applies during the Rental Period (one year parts, labour and expenses), thereafter prices as above, COMPANY
    to provide suitable recovery vessel and support services to and from PB3 WORKSITE.
	 	●	Remote
    monitoring service – initial 3 month trial period, no charge. High intensity for initial 2 weeks after deployment, reducing
    gradually thereafter to basic cover after 1st month (2 hrs per day, plus monthly report of system performance,
    performance monitoring, alarm resolution, telephone support to COMPANY, periodic tuning of the PB3 for maximum power production).
	 	●	Travel
    and Lodging shall be reimbursed at Cost +10% (copy of receipts to accompany invoice and travel expense claim)


 


***This
information has been omitted in reliance upon Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and has been filed
separately with the Securities and Exchange Commission.


 






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SECTION
IV


 


SCOPE
OF WORK


 


	A	INTRODUCTION
	 	 
	1.0	GENERAL
	 	 
	1.1	The
    WORK shall be performed fully in accordance with the provisions of the CONTRACT as authorised by the relevant PURCHASE ORDER(s).
	 	 
	1.2	CONTRACTOR
    shall, upon receipt of a PURCHASE ORDER, carry out the WORK as required and as described in this Section IV and in Section
    III.7.
	 	 
	1.3	The
    CONTRACTOR warrants that it:
	 	 	 
	 	(a)	Possesses
    the necessary skills, equipment, personnel and organisation to perform the WORK in a manner satisfactory to the COMPANY and
    has a verified competency assurance system in place.
	 	 	 
	 	(b)	Will
    conduct all activities in connection with the WORK in full compliance with all relevant and prevailing statutory requirements,
    codes, standards, specifications and regulations as applicable to the WORK.
	 	 	 
	 	(c)	Will
    conduct all activities in connection with the CONTRACT in full compliance with all of the COMPANY’s policies, procedures
    and guidelines which are now, or may in future become applicable to the CONTRACTOR’s performance of the WORK, in a manner
    that is ethical and of the highest integrity, and will not engage in any form of illegal information brokering.
	 	 	 
	1.4	The
    CONTRACTOR shall ensure that it contacts the COMPANY REPRESENTATIVE to establish which of the COMPANY’s procedures apply
    to the WORK and to obtain an up-to-date copy of such procedures prior to the commencement of the WORK. It shall be the CONTRACTOR’s
    responsibility to thereafter ensure that the WORK is at all times performed, and that any items provided by the CONTRACTOR
    are, in accordance with the COMPANY’s procedures, specifications and statutory requirements.
	 	 
	 	At
    the COMPANY’s sole discretion, the CONTRACTOR may be required to propose the CONTRACTOR’S own procedures or specifications
    for the COMPANY’s approval and, once approved, adhere to them for the execution of the WORK.
	 	 
	1.5	During
    the term of the CONTRACT, the primary responsibility of both the COMPANY and the CONTRACTOR is to ensure the safe execution
    of the WORK. The COMPANY and the CONTRACTOR shall ensure effective management of all safety and environmental issues. Priority
    shall be given to minimising risks and minimising the exposure of all personnel to risks.
	 	 
	1.6	During
    the terms of the CONTRACT and as directed by the COMPANY, the CONTRACTOR REPRESENTATIVE shall have regular operational meetings
    with the COMPANY REPRESENTATIVE to discuss and provide details of the CONTRACTOR’s performance.
	 	 
	2.0	PERSONNEL
	 	 
	2.1	The
    CONTRACTOR will, in accordance with the provisions of this CONTRACT, provide the necessary number of competent and skilled
    personnel to manage and undertake the WORK, in accordance with good UKCS oil & gas field practice, all legislative requirements
    and the CONTRACT.


 




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	2.2	The
    CONTRACTOR shall provide all necessary management, administrative and technical support personnel, at the CONTRACTOR’s
    base, to fully support the WORK.
	 	 
	2.3	The
    CONTRACTOR GROUP’s personnel will be capable of troubleshooting and correcting equipment/tool problems and failures.
    In the event that any member of the CONTRACTOR GROUP’s personnel is unable to perform their duties adequately, or fails
    to have proper equipment available, the CONTRACTOR shall replace such personnel, or remedy the situation to the COMPANY’s
    satisfaction, at the sole expense of the CONTRACTOR within forty-eight (48) hours.
	 	 
	2.4	Due
    to the nature of its activities, the COMPANY expects the maximum flexibility in the CONTRACTOR’s provision of the WORK.
    The CONTRACTOR GROUP’s personnel shall be required to be flexible in working hours, working relationships and location.
	 	 
	2.5	CONTRACTOR
    maybe requested to provide dedicated personnel for the provision of the WORK. Reimbursement shall be charged at the rates
    contained within Section III – Reimbursement.
	 	 
	2.6	All
    of the COMPANY’s operations will be conducted in English and the CONTRACTOR must ensure all of the CONTRACTOR GROUP’s
    personnel are fluent in spoken and written English. The COMPANY reserves the right to reject any such personnel whose English
    is not of a sufficient standard.
	 	 
	2.7	All
    personnel changes proposed by the CONTRACTOR must be discussed between the PARTIES and shall only be completed with the prior
    written approval of the COMPANY. In addition, KEY PERSONNEL alterations shall be subject to a management of change process,
    which must be agreed by the COMPANY sufficiently in advance, of the commencement of such a change, so as to permit a mutually
    satisfactory handover, which shall be a period of not less than thirty (30) days, to transfer operational knowledge to the
    replacement personnel. Replacement personnel shall be of an acceptable standard with similar experience to that detailed in
    the original personnel’s CV.
	 	 
	2.8	The
    CONTRACTOR shall provide the COMPANY with a list of twenty-four (24) hour contact details such that KEY PERSONNEL can always
    be contacted to discuss forthcoming and ongoing operations.
	 	 
	3.0	EQUIPMENT
	 	 
	3.1	The
    CONTRACTOR shall ensure that all equipment sent to the WORKSITE shall comply with the applicable specifications, procedures
    and regulations applicable to the WORKSITE.
	 	 
	3.2	CONTRACTOR
    shall ensure that all equipment is provided with all necessary certification, data sheets, packaging and slings, where required.
	 	 
	4.0	SUBCONTRACTORS
	 	 
	4.1	The
    CONTRACTOR shall clearly identify areas of potential SUBCONTRACT involvement within the workscope and advise the COMPANY of
    proposed or potential SUBCONTRACTOR(S).
	 	 
	5.0	INTERFACING
	 	 
	5.1	Should
    the CONTRACTOR be required to interface and undertake co-ordination activities with other contractors as relevant to the WORK,
    the CONTRACTOR shall agree with the COMPANY REPRESENTATIVE, the frequency and format of any meetings and co-ordination matters
    necessary between the CONTRACTOR and other parties.


 




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	B	SCOPE
    OF WORK
	 	 
	1.0	GENERAL


 


CONTRACTOR
shall provide for use by COMPANY one PB3 PowerBuoy Intelligent Monitoring Buoy (PB3), and associated sensor / alert equipment
and support monitoring services as directed by COMPANY REPRESENTATIVE. The technical specification for the PB3 is set forth in
Exhibit 1 to this CONTRACT.


 


The
WORK shall be performed fully in accordance with the provisions of the CONTRACT, as authorised by the relevant PURCHASE ORDER(s).
CONTRACTOR shall, upon receipt of PURCHASE ORDER, carry out the WORK as required and as described in the aforesaid PURCHASE ORDER.
As set forth in Exhibit 2, commencement of the Trial Period shall occur once the PB3 is delivered to COMPANY in Aberdeen and deemed
fit for purpose as set forth in Exhibit I.


 


	2.0	DESCRIPTION
    OF THE WORK
	 	 
	2.1	Summary
    Description
	 	 
	2.1.1
    	The
    WORK shall include the project management, engineering, design, supply, procurement, expediting, manufacturing, fabrication,
    inspection, acceptance testing, packaging and support during well intervention and abandonment programmes.
	 	 
	2.1.2	The
    WORK shall also include the provision of labour, supervision, QA/QC, equipment, consumables, materials, procurement, services
    and other resources necessary for, or incidental to, the complete performance of the WORK.
	 	 
	2.1.3	CONTRACTOR
    shall provide equipment and tools as agreed and specified in Exhibit 1. All equipment supplied shall be deemed to include
    the supply of all back-ups, consumables, spares and ancillary equipment necessary for the WORK.
	 	 
	2.1.4	COMPANY
    shall maintain and operate its equipment in accordance with CONTRACTOR’s recommendations and in a safe and operationally
    efficient manner in accordance with the requirements and instructions issued from time to time by CONTRACTOR.
	 	 
	2.2	Rental
    Tools and Associated Equipment (NOT USED – SEE SECTION III.7 ABOVE)
	 	 
	2.3	Personnel
	 	 
	2.3.1	The
    CONTRACTOR will, in accordance with the provisions of this CONTRACT as authorised by any relevant PURCHASE ORDER, provide
    the necessary number of competent and skilled personnel to manage and undertake the WORK, in accordance with good UKCS oil
    & gas field practice, all legislative requirements and the CONTRACT.
	 	 
	2.3.2	The
    CONTRACTOR shall provide all necessary management, administrative and technical support personnel, at the CONTRACTOR’s
    base, to fully support the WORK.
	 	 
	2.3.3	The
    CONTRACTOR GROUP’s personnel will be capable of troubleshooting and correcting equipment/tool problems and failures.
    In the event that any member of the CONTRACTOR GROUP’s personnel is unable to perform their duties adequately, or fails
    to have proper equipment available, the CONTRACTOR shall replace such personnel, or remedy the situation to the COMPANY’s
    satisfaction, at the sole expense of the CONTRACTOR within forty-eight (48) hours.


 




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	2.3.4	Due
    to the nature of its activities, the COMPANY expects the maximum flexibility in the CONTRACTOR’s provision of the WORK.
    The CONTRACTOR GROUP’s personnel shall be required to be flexible in working hours, working relationships and location.
	 	 
	2.3.5	CONTRACTOR
    shall guarantee performance of the WORK on a 24 hour, 365 day basis.
	 	 
	2.3.6	CONTRACTOR
    maybe requested to provide dedicated personnel for the provision of the WORK. Reimbursement shall be charged at the rates
    contained within Section III – Reimbursement.
	 	 
	2.3.7	All
    of the COMPANY’s operations will be conducted in English and the CONTRACTOR must ensure all of the CONTRACTOR GROUP’s
    personnel are fluent in spoken and written English. The COMPANY reserves the right to reject any such personnel whose English
    is not of a sufficient standard.
	 	 
	2.3.8	CONTRACTOR
    shall supply personnel to undertake both onshore and offshore Services. CONTRACTOR shall be responsible for ensuring that
    its personnel are fully equipped, at CONTRACTOR’s cost, with suitable protective clothing.
	 	 
	2.3.9	All
    personnel changes proposed by the CONTRACTOR must be discussed between the Parties and shall only be completed with the prior
    written approval of the COMPANY. Replacement personnel shall be of an acceptable standard with similar experience to that
    detailed in the original personnel’s CV.
	 	 
	2.3.10	The
    CONTRACTOR shall provide the COMPANY with a list of twenty-four (24) hour contact details such that KEY PERSONNEL can always
    be contacted to discuss forthcoming and ongoing operations.
	 	 
	2.4	Equipment
	 	 
	2.4.1	The
    CONTRACTOR shall ensure that all equipment sent to the WORKSITE shall comply with the applicable specifications, procedures
    and regulations applicable to the WORKSITE.
	 	 
	2.4.2	CONTRACTOR
    shall ensure that all equipment is provided with all necessary certification, data sheets, packaging and slings.
	 	 
	2.5	Subcontractors
	 	 
	2.5.1	CONTRACTOR
    shall clearly identify areas of potential SUBCONTRACT involvement within the WORK and advise the COMPANY of proposed or potential
    SUBCONTRACTOR(S).
	 	 
	3.0	INTERFACING
	 	 
	3.1	Should
    the CONTRACTOR be required to interface and undertake co-ordination activities with other Contractors as relevant to the WORK,
    the CONTRACTOR shall agree with the COMPANY REPRESENTATIVE, the frequency and format of any meetings and co-ordination matters
    necessary between the CONTRACTOR and other parties.
	 	 
	4.0	COMPANY
    AND CONTRACTOR INTERACTION
	 	 
	4.1	The
    COMPANY will monitor the CONTRACTOR’s activities relative to quality, value of WORK completed and schedule requirements
    and in compliance with the CONTRACT. This will be carried out by utilising the COMPANY personnel who will be responsible for
    the safeguarding of the COMPANY’s interests.


 




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	 	(a)	Monitor
    the WORK of the CONTRACTOR GROUP;
	 	(b)	Review
    selected engineering documentation, requisitions, calculations, manuals, etc., issued for review at various stages of the
    design;
	 	(c)	Review
    VARIATION Proposals submitted by the CONTRACTOR for approval; and
	 	(d)	Establish
    regular meetings with the CONTRACTOR to discuss and evaluate progress of the WORK and other items relevant to the CONTRACT.
	 	 	 
	4.2	Regular
    meetings shall be held between the COMPANY and the CONTRACTOR as agreed with CONTRACTOR REPRESENTATIVE and COMPANY REPRESENTATIVE.
	 	 
	4.3	When
    meetings are confirmed, the agreed agenda shall be issued to all parties concerned.
	 	 
	 	 
	 	Both
    the COMPANY and the CONTRACTOR shall ensure, in accordance with their respective responsibilities that reports, documentation
    and forward planning information relating to agenda items are issued in sufficient time to allow adequate preparatory study
    and evaluation, as agreed between the COMPANY and the CONTRACTOR.
	 	 
	4.4	CONTRACTOR
    shall be responsible for preparing minutes of every meeting whenever any meeting is held. The CONTRACT title, meeting location,
    date, time and a list of those present must be included at the head of the minutes.
	 	 
	 	All
    actions defined at the meeting must be numbered and those responsible for undertaking the action highlighted and submitted
    to COMPANY REPRESENTATIVE within forty-eight (48) hours of completion of the meeting.
	 	 
	5.0	DOCUMENTATION
    MANAGEMENT 
	 	 
	5.1
    	CONTRACTOR
    shall ensure that all necessary and contemporary legal records are maintained and are available for inspection at all times.
    
	 	 
	5.2	Documentation
    including vendor instruction manual, technical bulletins and other amendments issued by vendors, inspection reports, certification
    and technical reports, shall be provided by the CONTRACTOR in hard copy and uploaded into COMPANY’s electronic database
    by the CONTRACTOR. CONTRACTOR shall collate the foregoing documentation for all existing equipment and update the documentation
    for all new equipment.
	 	 
	6.0	PLANS,
    PROGRAMME & SCHEDULE
	 	 
	6.1	The
    CONTRACTOR shall commence performance of the WORK in accordance with the schedule set forth in Exhibit 2 and shall proceed
    with the same with all due diligence, so as to achieve the completion of the WORK on or before the specified completion date.
	 	 
	6.2	The
    CONTRACTOR shall at all times afford the WORK the highest priority and shall not assign to any other work a priority which
    affect or interferes with the due and timely performance of the WORK in accordance with the agreed programme.
	 	 
	6.3	Where
    applicable to the WORK, the CONTRACTOR shall develop a Risk Identification Analysis which identifies typical risks associated
    with its WORK, covering: project management, procurement and associated QA/QC phases along with technical and Health Safety
    and Environmental issues.


 




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	6.4	If
    at any time during the course of its performance of the WORK, the CONTRACTOR for any reason believes that the WORK or any
    part thereof cannot be completed in accordance with the programme, the CONTRACTOR shall promptly notify the COMPANY in writing
    of such possible delay and specify the following:
	 	 	 
	 	(a)	Cause
    of the delay;
	 	(b)	Effect
    on the agreed programme; and
	 	(c)	Remedial
    action considered appropriate
	 	 	 
	6.5	If
    in the opinion of the COMPANY, the CONTRACTOR’s progress is inadequate or the CONTRACTOR fails to comply with the agreed
    programme then the COMPANY shall notify the CONTRACTOR of such inadequacy in writing and the CONTRACTOR shall, at no additional
    expense to the COMPANY, immediately take such action as the COMPANY considers necessary to comply with the requirements of
    the agreed programme.
	 	 
	6.6	CONTRACTOR
    shall provide the necessary resources and services to effectively manage all aspects of the WORK associated with the CONTRACT.
    The WORK shall be completed in accordance with CONTRACTOR’s established quality assurance procedures and systems.
	 	 
	6.7	CONTRACTOR
    shall ensure that all aspects of the WORK are in compliance with UK statutory requirements and current health and safety legislation
    and shall ensure that all equipment provided (whether purchased or rented) is of sound quality and complies with recognised
    industry standards and codes.
	 	 
	6.8	CONTRACTOR
    shall endorse COMPANY supplied documents to the effect that they are sufficient and adequate in content and correctness for
    the CONTRACTOR to carry out the WORK in accordance with terms and conditions of the CONTRACT and agreed delivery schedule.
    CONTRACTOR shall report to COMPANY any discrepancies in such technical documents discovered during its review of same in accordance
    with the CONTRACT. Conflicts between specifications, codes, standards and drawings shall be resolved by COMPANY whose decision
    shall be final and binding on both parties.
	 	 
	6.9	The
    CONTRACTOR shall provide, maintain and be responsible for the management and control of all resources and SUBCONTRACTORs which
    are involved in all aspects of the WORK. The CONTRACTOR shall co-ordinate and interface with COMPANY in the performance of
    the WORK. COMPANY shall have reasonable access to any place where the WORK is undertaken, and shall have open and unrestricted
    communication with any of CONTRACTOR’s personnel.
	 	 
	6.10	CONTRACTOR
    shall ensure that the proposed management structure demonstrates a full commitment to maintaining and administering the quality
    and safety of the WORK. As a minimum, the CONTRACTOR shall be responsible for the following:
	 	 	 
	 	●	Putting
    in place all insurances required in the name of the CONTRACTOR;
	 	●	Planning
    and progress control;
	 	●	Cost
    and invoicing control;
	 	●	Design
    and interface engineering;
	 	●	Change
    control;
	 	●	Procurement
    of CONTRACTOR materials and equipment;
	 	●	Award
    and administration of SUBCONTRACTS;
	 	●	Material
    Control;
	 	●	HSEQ
    management;
	 	●	Reporting.


 




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	7.0	MANAGEMENT
	 	 
	7.1	It
    is the intent of the CONTRACT that the WORK will be executed to the mutual satisfaction of both parties, at the highest level
    of safety and execution performance for the lowest possible cost and in a timely manner, commensurate with excellence in quality
    standards. CONTRACTOR’s overall management of the services shall be proactive in seeking innovative, efficient working
    methods and approaches to problems and issues that arise.
	 	 
	7.2	CONTRACTOR
    will provide sufficient management resource such that the programmes of work are organised, planned and effectively co-ordinated
    with all other site activities to ensure efficient implementation.
	 	 
	7.3	CONTRACTOR
    shall be required to maintain an environment that supports quantifiable and measurable continuous performance improvement.
    CONTRACTOR shall provide adequate management support to achieve the objectives with the CONTRACTOR’s REPRESENTATIVE,
    being given overall responsibility, authority and accountability within the CONTRACTOR’s organisation for the success
    of the CONTRACT and for the interface with the COMPANY REPRESENTATIVE.
	 	 
	8.0	CALL-OFF
    SERVICES (NOT USED)


 




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NO: C2394


PROVISION OF INTELLIGENT MONITORING BUOY AND SUPPORT SERVICES


 





 



 



SECTION
V


 


ADMINISTRATION
INSTRUCTIONS


 




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PROVISION OF INTELLIGENT MONITORING BUOY AND SUPPORT SERVICES



 





 



 


SECTION
V - ADMINISTRATION INSTRUCTIONS


 


	1.0	Introduction


 


This
Section sets out certain WORK related ‘General Administration’ which shall be adopted by the CONTRACTOR in the performance
of the WORK under this CONTRACT.


 


All
communications between the Parties shall include a reference to the CONTRACT number, and/or associated PURCHASE ORDER.


 


	2.0
    	Invoice
    Management / Instructions


 


All
invoices submitted by the CONTRACTOR must be on a strict monthly basis, and in a structured manner, which can be easily monitored
against forecast expenditure. In instances where the CONTRACTOR is supplying materials and/or services to one or more of the WORKSITES
separate invoices should be submitted for each location.


 


The
CONTRACTOR shall submit 1 (one) original sales invoice to the following address and contact person for payment:


 


By
email to:              aberdeen-accounts@premier-oil.com


 


(Please
note all invoices should be single attachments and the total size of the email, including the attachments, should be no greater
than 12mb or the email maybe rejected due to size)


 


All
invoices must contain the following information :- 


 


	 	●	Contract
    Number – POUK C2394
	 	 	 
	 	●	Platform
    (Location / Asset) – e.g. Huntington or as detailed within the PURCHASE ORDER – will always be uniquely
    numbered
	 	 	 
	 	●	Cost
    centres / Account codes: Shall be detailed in the relevant PURCHASE ORDER


 


Failure
to incorporate this information on the invoice may lead to the invoice being returned to CONTRACTOR


 


CONTRACTOR
shall ensure that all necessary back up is attached to invoices to enable ease of checking. In particular, good quality copies
of the following shall be attached (as applicable):


 


	 	●	Cargo
    Summary Ticket(s);
	 	 	 
	 	●	CONTRACTOR
    Outbound Manifest(s), Receipt and Delivery Ticket(s);
	 	 	 
	 	●	CONTRACTOR
    Inward Manifest(s), Consignment Note(s);
	 	 	 
	 	●	Authorised
    Timesheets by COMPANY REPRESENTATIVE or designated COMPANY personnel; and
	 	 	 
	 	●	Work
    Instruction(s).


 


CONTRACTOR
may only invoice for completed WORK following receipt and retention of duly executed original PURCHASE ORDER


 




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                                         NO: C2394


PROVISION OF INTELLIGENT MONITORING BUOY AND SUPPORT SERVICES



 





 



 


	3.0	Purchase
    Order Mechanism
	 	 
	3.1	COMPANY
    shall issue a unique PURCHASE ORDER number for each individual WORK requirement to be undertaken by the CONTRACTOR under the
    CONTRACT. Prior to the PURCHASE ORDER being issued the following procedure shall be complied with by the parties:
	 	 	 
	 	(a)	COMPANY
    shall submit to the CONTRACTOR a written scope of requirements.
	 	(b)	CONTRACTOR
    shall, on receipt of the written scope of requirements submit to the COMPANY electronically, a uniquely referenced quotation
    submission detailing the method, resources and price for completing the WORK, in accordance with Section III, Remuneration.
    In the event that revisions are required to the original or to any subsequent quotations issued by the CONTRACTOR, the CONTRACTOR
    shall give each revision a unique reference.
	 	(c)	On
    the receipt of the final version of the quotation from the CONTRACTOR, COMPANY shall issue a PURCHASE ORDER to the CONTRACTOR
    containing CONTRACTOR’s unique reference for the WORK and the PURCHASE ORDER number. This is the PURCHASE ORDER upon
    which the CONTRACTOR shall commence the WORK (refer to the sample format provided in Attachment 1). The PURCHASE ORDER shall
    also contain the information detailed in Clause 2.0 above. 
	 	 	 
	3.2	Notwithstanding
    3.1 above, in the event that the COMPANY requests by way of a telephone call to the CONTRACTOR that the CONTRACTOR undertakes
    WORK under the CONTRACT, the CONTRACTOR shall, as soon as practicable thereafter, send a written electronic notification to
    the COMPANY specifying the CONTRACT and PURCHASE ORDER Number, the WORK to be performed, the schedule and cost. This form
    of commitment mechanism shall constitute a PURCHASE ORDER.
	 	 
	3.3	Written
    acknowledgment of the PURCHASE ORDER by the CONTRACTOR or commencement by the CONTRACTOR of any part of the WORK described
    therein shall be deemed to be acceptance of the PURCHASE ORDER and the terms and conditions of this CONTRACT.
	 	 
	3.4
    	In
    the event of any member of the CONTRACTOR GROUP and/or any equipment owned, hired, leased or otherwise belonging to any member
    of the CONTRACTOR GROUP being mobilised to a COMPANY OFFSHORE FACILITY to undertake WORK on behalf of the COMPANY in circumstances
    where no PURCHASE ORDER has been entered into by the parties, but the provisions of 3.2 above have been applied, then the
    terms and conditions of this CONTRACT shall apply in their entirety to such a mobilisation and/or WORK.
	 	 
	3.5	COMPANY
    has no obligation towards CONTRACTOR in connection with the CONTRACT until such time as a PURCHASE ORDER is issued. COMPANY
    gives no guarantee of any WORK being generated as a result of a CONTRACT being entered into between COMPANY and CONTRACTOR.
	 	 
	4.0	Interfacing
    (Not Used)


 


Should
the CONTRACTOR be required to interface and undertake co-ordination activities with other contractors as relevant to the WORK
as detailed in Section IV – Scope of WORK, the CONTRACTOR shall agree with COMPANY REPRESENTATIVE, the frequency and format
of any meetings and co-ordination matters necessary between the CONTRACTOR and other parties.


 




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Recognise
and insert where applicable Key Personnel


 


CONTRACTOR’s
Key Personnel are identified as follows: -


 


	Name	 	Discipline
	Chris
    Phebus	 	Vice
    President, Engineering
	Chris
    Bukosky	 	Senior
    Director, Operations
	Hizykas
    Dufera	 	Program
    Manager


 


Support
personnel of CONTRACTOR will be provided on an as required basis


 


CONTRACTOR
shall not change out Key Personnel without the prior agreement of COMPANY.


 


	5.0	Materials
    / Services Control


 


All
materials and equipment procured for this CONTRACT shall be rigorously controlled and reported by the CONTRACTOR to the COMPANY.


 


	6.0	Reporting


 


Reporting
requirements, specific formats and frequencies will be stipulated and agreed with the COMPANY REPRESENTATIVE and incorporated
in Section IV – Scope of Work.


 


	7.0	Company
    Change Control / Variation Procedures


 


The
COMPANY and the CONTRACTOR shall operate a Change Control / Variation Notice Procedure whereby changes to the WORK should be formally
submitted by the CONTRACTOR, reviewed and approved by the COMPANY prior to any such change to the WORK being implemented. The
impact on the overall cost to the COMPANY should be determined and projected.


 


Each
request for a Change / Variation Order Request (VOR) to the relevant PURCHASE ORDER should be submitted to the COMPANY containing
the following details:-


 


Potential
Variation Order – Supporting Documentation


 


	 	●	Description
	 	 	 
	 	●	Justification
	 	 	 
	 	●	Unit
    Cost & Schedule Impact
	 	 	 
	 	●	Schedule


 




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                                         NO: C2394


PROVISION OF INTELLIGENT MONITORING BUOY AND SUPPORT SERVICES



 





 



 


SECTION
V


ATTACHMENT
1


PURCHASE
ORDER EXAMPLE


1.0
GENERAL


 


COMPANY
will raise a PURCHASE ORDER for WORK provided under this Scope of Work, and CONTRACTOR shall perform the Work as described in
the relevant Purchase Order. Each PURCHASE ORDER shall reference the CONTRACT and be allocated a specific PURCHASE ORDER number.
The PURCHASE ORDER number shall be quoted on all correspondence regarding each individual PURCHASE ORDER. Consistent with the
CONTRACT, the PURCHASE ORDER shall describe requirements for CONTRACTOR’S personnel, rental equipment together with the
applicable rates and/or prices, scope of work and any other relevant details.


 


Prior
to the issue of a PURCHASE ORDER, CONTRACTOR shall liaise with COMPANY to provide estimated costs for the services. Consistent
with the CONTRACT, the COMPANY has the right to issue instructions to the CONTRACTOR at any time to make any variations to the
PURCHASE ORDER, or issue a new PURCHASE ORDER, which are within the capability and resources of the CONTRACTOR.


 


COMPANY
has no obligation towards CONTRACTOR in connection with the CONTRACT until such time as a PURCHASE ORDER is issued. COMPANY gives
no guarantee of any Work being generated as a result of a CONTRACT being entered into between COMPANY and CONTRACTOR. A signed
PURCHASE ORDER however is binding on both parties.


 


COMPANY’S
pro-forma PURCHASE ORDER is as shown herein.


 




    	Approved by COMPANY.............	Approved by CONTRACTOR.............



    	 



    

 


CONTRACT
                                         NO: C2394


PROVISION OF INTELLIGENT MONITORING BUOY AND SUPPORT SERVICES



 





 



 





 






    	Approved by COMPANY.............	Approved by CONTRACTOR.............



    	 



    

 


CONTRACT
NO: C2394


PROVISION OF INTELLIGENT MONITORING BUOY AND SUPPORT SERVICES



 





 



 





 




    	Approved by COMPANY.............	Approved by CONTRACTOR.............



    	 



    

 


CONTRACT
                                         NO: C2394


PROVISION OF INTELLIGENT MONITORING BUOY AND SUPPORT SERVICES



 





 



 


SECTION
VI


 


HEALTH,
SAFETY, SECURITY, ENVIRONMENTAL PROTECTION 


and
QUALITY MANAGEMENT


 




    	Approved by COMPANY.............	Approved by CONTRACTOR.............



    	 



    

 


CONTRACT
NO: C2394


PROVISION OF INTELLIGENT MONITORING BUOY AND SUPPORT SERVICES



 





 



 


HEALTH
SAFETY AND ENVIRONMENTAL


 





 




    	Approved by COMPANY.............	Approved by CONTRACTOR.............



    	 



    

 


CONTRACT
NO: C2394


PROVISION OF INTELLIGENT MONITORING BUOY AND SUPPORT SERVICES







 





 



 





SECTION
VI - HEALTH SAFETY AND ENVIRONMENTAL


 


	1.0	Safe
    and Environmentally Responsible Performance of THE WORK


 


	1.1	The
    CONTRACTOR shall and shall procure that the CONTRACTOR GROUP shall perform the WORK in a manner that minimises the risks to
    the environment, and the health and safety of the CONTRACTOR GROUP’s personnel and all others who may be affected by
    the CONTRACTOR GROUP’s acts and/or omissions.
	 	 
	1.2	Prior
    to commencement of the WORK, the CONTRACTOR shall provide the COMPANY with a statement on the Health, Safety and Environmental
    (HSE) policy of the CONTRACTOR. The CONTRACTOR shall notify the COMPANY of any revision or amendment issued to the CONTRACTOR’s
    HSE policy which is made during the term of the CONTRACT. The CONTRACTOR shall also have established arrangements for monitoring
    this policy.
	 	 
	1.3	The
    CONTRACTOR shall incorporate HSE safety expectations into the business planning process and shall maintain an organisation
    capable of delivering the required safety performance, the organisation shall define:


 


	 	●	Roles,
    responsibilities, relationships and reporting lines; 
	 	●	Field
    personnel with designated responsibilities;
	 	●	Support
    available from the corporate organisation; 
	 	●	A
    system of enabling all personnel to participate in safety matters; and
	 	●	Arrangements
    for the communication of policy.


 


	1.4	The
    CONTRACTOR must have in place and be actively using a formal HSE Management System which demonstrates commitment to continuous
    improvement and excellence in HSE issues. The internationally recognised OHSAS 18001, and ISO 14001 Standards shall be used
    as guidance for what constitutes an effective process for overall HSE management.
	 	 
	1.5	The
    CONTRACTOR’s HSE Management System shall be adequately documented, shall be shown to be effective in implementing the
    aims and objectives of the CONTRACTOR’s HSE policy and shall include the method and provisions for auditing the effectiveness
    of the CONTRACTOR’s HSE Management System as applied to the WORK.
	 	 
	1.6	The
    CONTRACTOR and its SUBCONTRACTORS shall review their HSE Management System at least annually and update it as necessary.
	 	 
	1.7	The
    CONTRACTOR’s HSE Management System shall, where relevant interfaces exist, be compatible with the COMPANY’s HSE
    Management System. The CONTRACTOR shall liaise with the COMPANY REPRESENTATIVE to ensure that the roles and responsibilities
    in both systems are clearly defined and allocated and are clearly understood by all parties involved in the WORK.
	 	 
	1.8	Within
    the framework of its HSE Management System, the CONTRACTOR shall perform the WORK to HSE performance standards which are compatible
    with those in the COMPANY’s HSE Management System.
	 	 
	1.9	Where
    appropriate, the interfaces between the CONTRACTOR and the COMPANY shall be documented in the form of an HSE Management System
    (“HSEMS”) Interface Document which shall be deemed to be part of the CONTRACT which must be delivered within thirty
    (30) days of the date of execution of the CONTRACT.


 




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CONTRACT
NO: C2394


PROVISION OF INTELLIGENT MONITORING BUOY AND SUPPORT SERVICES


 





 



 



The
CONTRACTOR shall, if required in relation to the WORK, also deliver to the COMPANY an adequate written safety plan (HSE Plan).
CONTRACTOR shall ensure that the HSEMS Interface Document and HSE Plan is implemented and maintained throughout the duration of
the CONTRACT. CONTRACTOR shall review the HSEMS Interface Document and HSE Plan at appropriate intervals, on the written request
of the COMPANY or, as a minimum, on an annual basis every twenty-four (24) months and revise the same as necessary.


 


The
HSEMS Interface Document shall incorporate any specific requirements relevant to the WORK and take account of ‘Step Change’
and Oil & Gas UK Guidelines on Safety Management System interfacing. CONTRACTOR shall be responsible for ensuring that interface
arrangements are communicated to the CONTRACTOR GROUP’s workforce and for monitoring the implementation of such arrangements.


 


	1.10	The
    CONTRACTOR shall be responsible for ensuring that the CONTRACTOR GROUP and their respective personnel understand and operate
    in accordance with the principles and requirements of the HSE provisions and that similar standards apply to their HS&E
    management systems and HS&E performance.
	 	 
	1.11	If
    requested by the COMPANY, the CONTRACTOR shall, as a minimum, prepare, on an annual basis, a plan for the management of all
    aspects of the WORK, known as the “HSE Plan”. The HSE Plan shall address the requirements of these HSE provisions,
    including the requirements of the HSE Management System and the Safety Management System (SMS) Interface Document (where appropriate).


 


CONTRACTOR
shall make certain, and shall procure that the CONTRACTOR GROUP ensures, that all necessary SMS Interface Documentation is in
place in relation to any and all WORK undertaken.


 


The
HSE Plan shall be submitted to the COMPANY REPRESENTATIVE for review and endorsement within a timeframe as agreed with the COMPANY
REPRESENTATIVE.


 


	1.12	The
    CONTRACTOR shall develop and agree with the COMPANY REPRESENTATIVE, performance measures to give visibility that the HSE Plan
    is being implemented.
	 	 
	1.13	The
    HSE Plan shall form part of the CONTRACT. It shall be reviewed at least annually and updated as necessary to incorporate any
    changes to the WORK and/or the CONTRACT.
	 	 
	1.14	The
    HSE Plan shall address identification of HSE risks associated with the WORK and definition of methods of controlling those
    risks to an acceptable level.


 




    	Approved by COMPANY.............	Approved by CONTRACTOR.............



    	 



    

 


CONTRACT
NO: C2394


PROVISION OF INTELLIGENT MONITORING BUOY AND SUPPORT SERVICES 







 





 



 


	2.0	Compliance
	 	 
	2.1	The
    CONTRACTOR shall and shall procure that the CONTRACTOR GROUP shall observe and comply with all relevant and current statutory
    requirements, approved codes of practice and industry guidance on HSE matters as well as ensure that compliance is maintained
    in relation to both COMPANY and CONTRACTOR’s HSE Management System and expectations.
	 	 
	2.2	The
    CONTRACTOR shall ensure that all personnel provided by the CONTRACTOR GROUP comply with all relevant HSE legislation and guidance
    and that they are:


 


	 	(a)	fully
    conversant with the working conditions at the WORKSITE, the hazards and risks associated with the WORK and the roles and standards
    relating to the environment including the handling of waste and hazardous materials;
	 	 	 
	 	(b)	fully
    aware that they are expected to bring to the immediate notice of their supervisor all health, safety and environmental risks
    which they believe not to be under adequate control, so that action may be taken to eliminate or minimize environmental impacts,
    prevent potential injuries or other losses, and provide a safe and healthy WORKSITE;
	 	 	 
	 	(c)	familiar
    with all other safety and working instructions applicable at the WORKSITE and in particular the COMPANY’s work control
    system; and
	 	 	 
	 	(d)	available
    at all times for periodic drills, instructions on survival, lifesaving, firefighting, and spill response as requested and
    conducted by the COMPANY and shall, prior to or on the day of arrival offshore, attend an HSE induction course conducted by
    the COMPANY.


 


	2.3	The
    CONTRACTOR shall and shall procure that the CONTRACTOR GROUP shall observe and comply with all relevant and current COMPANY
    standards and expectations on HSE matters. 
	 	 
	2.4	If,
    in the opinion of the COMPANY REPRESENTATIVE, the CONTRACTOR and/or a member of the CONTRACTOR GROUP is working in a manner
    which contravenes any requirement of these HSE provisions, the COMPANY shall serve notice on the CONTRACTOR to this effect
    and the CONTRACTOR shall immediately take action to rectify the situation.
	 	 
	2.5	Notwithstanding
    CONTRACTOR’s general responsibility for the safe and environmentally responsible conduct of its operations, where COMPANY
    has notified CONTRACTOR of any specific HSE requirements relating to the CONTRACT, CONTRACTOR shall ensure compliance with
    such requirements.
	 	 
	2.6	In
    the event of conflict between the HSE standards of COMPANY and CONTRACTOR, such conflict shall be notified by CONTRACTOR as
    soon as possible and a resolution sought that does not compromise the safety of COMPANY operations.
	 	 
	2.7	All
    chemicals, issued under permits, shall be fully approved by the Department of Energy and Climate Change (DECC) and shall be
    fully documented on current Centre for Environment, Fisheries and Aquaculture Science (CEFAS) lists.
	 	 
	2.8	In
    accordance with the Offshore Chemical Regulations 2002, CONTRACTOR shall and shall procure that the CONTRACTOR GROUP shall
    make all reasonable efforts to replace products with “Substitution Warnings” and products which generate a high
    Risk Quotient (RQ) on charm modelling with new products showing better environmental performance.


 




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CONTRACT
NO: C2394


PROVISION OF INTELLIGENT MONITORING BUOY AND SUPPORT SERVICES


 





 



 






	2.9	The
    CONTRACTOR shall and shall procure that the CONTRACTOR GROUP shall provide advice and assistance in the preparation of Drilling
    Operators Chemical and / or Oil Discharge Permit applications including estimated chemical usage and discharge, and current
    templates to CEFAS.
	 	 
	2.10	The
    CONTRACTOR shall and shall procure that the CONTRACTOR GROUP shall maintain complete DECC / Oil & Gas UK environmental
    emissions monitoring records for submission.
	 	 
	2.11	The
    CONTRACTOR shall provide multiple copies of a comprehensive manual of all the relevant safety and environmental data for all
    chemicals and products which shall be shipped to, and used on any WORKSITE. Copies of this manual shall be distributed to
    the COMPANY.
	 	 
	2.12	Where
    the COMPANY has a Prevention of Pollution Act (POPA) Exemption in place for the limited discharge of oil to the environment
    (e.g. well clean up), the CONTRACTOR shall assist by sampling and testing offshore and onshore to meet the schedule of requirements
    as laid out in the POPA Exemption.
	 	 
	2.13	The
    CONTRACTOR shall and shall procure that the CONTRACTOR GROUP shall comply with any future regulatory changes that may be introduced
    during the CONTRACT period.
	 	 
	3.0	HSE
    AWARENESS
	 	 
	3.1	CONTRACTOR
    shall and shall procure that the CONTRACTOR GROUP shall ensure that its and their personnel understand HSE arrangements pertaining
    to the CONTRACT, and are aware of any specific risks associated with the WORK and how such risks are to be managed.


 


Risk
Management


 


	3.2	Without
    prejudice to the foregoing generalities, the CONTRACTOR GROUP’s HSE Management System shall:-


 


	 	(a)	require
    an assessment of all identifiable HSE hazards and risks associated with the WORK to be submitted to the COMPANY and shall
    indicate the proposed method of controlling those risks to an acceptable level;
	 	 	 
	 	(b)	include
    measurable and realistic targets for HSE performance, covering, but not necessarily limited to:


 


	 	●	the
    frequency of injuries;
	 	●	the
    frequency of chemical and oil spills;
	 	●	the
    number of statutorily reportable events; and
	 	●	predetermined
    targets for environmental emissions and waste production
	 	●	as
    appropriate to the WORK;


 


	 	(c)	include
    a follow-up system to ensure that all remedial actions identified by reviews and investigations are closed out, including
    accidents, incidents and HSE audits;
	 	 	 
	 	(d)	incorporate
    measures which demonstrate that all personnel provided by the CONTRACTOR GROUP are physically/medically fit at all times to
    perform their tasks;


 




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CONTRACT
NO: C2394


PROVISION OF INTELLIGENT MONITORING BUOY AND SUPPORT SERVICES



 





 



 


	 	(e)	incorporate
    measures which demonstrate that, in the performance of the WORK, personnel provided by the CONTRACTOR GROUP are not under
    the influence of drugs or alcohol (see Item 5, herein); and
	 	 	 
	 	(f)	demonstrate
    that the system for the pre-qualification and selection of SUBCONTRACTORS ensures the compatibility and effectiveness of the
    SUBCONTRACTOR’s own HSE Management Systems.


 


	3.3	Certain
    activities pose a higher risk to the safety of personnel, property and the environment. Higher risk activities will accordingly
    demand a higher level of HSE management from the CONTRACTOR. Where the use of a SUBCONTRACTOR involves the importation of
    higher risk activity, the CONTRACTOR shall ensure and demonstrate the appropriate level of HSE management.
	 	 
	3.4	In
    order to adequately minimise and manage HSE Risk the CONTRACTOR shall and shall procure that the CONTRACTOR GROUP shall have
    in place and be actively using a formal HSE management system which demonstrates commitment to continuous improvement and
    excellence in HSE issues.


 


Risk
can vary from one WORKSITE to another and, where the WORK is being provided at more than one WORKSITE, the CONTRACTOR may be required
to provide different levels of HSE management at each WORKSITE.


 


Environmental
Risk Management


 


	3.5	The
    CONTRACTOR shall and shall procure that the CONTRACTOR GROUP shall co-operate with COMPANY in managing the environmental effects
    arising from operations.
	 	 
	3.6	The
    CONTRACTOR shall ensure that in the performance of the WORK, action is taken to eliminate or minimise adverse environmental
    effects associating with the CONTRACTOR GROUP’s activities.
	 	 
	3.7	The
    CONTRACTOR GROUP shall act to prevent the uncontrolled and unpermitted release of pollutants in the execution of the WORK.
	 	 
	3.8	The
    CONTRACTOR shall and shall procure that the CONTRACTOR GROUP shall ensure that waste arising from, or associated with its
    activities, is properly managed by observing COMPANY and site-specific Waste Management arrangements.
	 	 
	3.9	The
    CONTRACTOR shall and shall procure that the CONTRACTOR GROUP shall ensure that all routine and non-routine emissions and discharges
    are reported to the COMPANY.
	 	 
	3.10	The
    CONTRACTOR is required to operate within the principles of an internationally recognised standard for an environmental management
    system (e.g. ISO 14001).
	 	 
	3.11	The
    CONTRACTOR shall be required to implement an Environmental Management System (EMS) which may form part of an integrated and/or
    combined HSE Management System.
	 	 
	3.12	The
    CONTRACTOR shall ensure that the following environmental objectives for the WORK are achieved:


 


	 	●	all
    WORK shall comply with all applicable government regulations, statutes and permitting requirements; 
	 	●	the
    WORK is performed in a manner consistent and compatible with COMPANY policies and business objectives; 



 



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CONTRACT
NO: C2394


PROVISION OF INTELLIGENT MONITORING BUOY AND SUPPORT SERVICES



 





 



 


	 	●	all
    marine vessels comply with the relevant annexes of International Convention for the Prevention of Pollution from Ships (MARPOL)
    and any additional requirements of the local Port Authorities where docking/unloading takes place; and
	 	●	wastes
    are eliminated where possible, minimised at source, and reuse maximised. Disposal is controlled in accordance with duty of
    care principles and records maintained for legal and audit purposes.


 


	3.13	The
    CONTRACTOR shall consider its significant environmental aspects in the design, development or change of its products and services
    and provide on request information about potential significant environmental impacts during the delivery of the goods or services
    and during use and end of life treatment of the product, as appropriate. The CONTRACTOR shall make best endeavours, where
    practicable, to reduce the environmental impact over the whole lifecycle of its products.


 


Applicable
Operational Conditions


 


	 	●	Environmental
    Issues and Pollution


 


	 	»	Prior
    to commencement of the WORK, CONTRACTOR shall provide documentary evidence that:


 


	 	●	all
    recycling, re-use and disposal routes for the products of the process are acceptable to the relevant local authority and the
    Scottish Environmental Protection Agency (SEPA); 
	 	 	 
	 	●	all
    carriers are licensed waste carriers, registered in accordance with the appropriate legislation and that the appropriate documentation
    accompanies the consignment at all times;
	 	 	 
	 	●	the
    contaminated drill cuttings are fully characterised prior to and after treatment; and
	 	 	 
	 	●	appropriate
    waste documentation is retained by the CONTRACTOR for the statutory period.


 


	 	»	On
    an ongoing basis during the provision of the WORK, as evidenced by sampling, CONTRACTOR shall provide documentary evidence
    that all residue from the process destined for landfill disposal conforms with the relevant local authority and SEPA requirements.
    CONTRACTOR acknowledges that COMPANY’s environmental policy stipulates a preference for products of any cuttings treatment
    process to be recovered and re-used (as opposed to landfill disposal).
	 	 	 
	 	»	From
    the time that the unprocessed cuttings have been consigned to CONTRACTOR, CONTRACTOR shall:


 


	 	●	own
    and shall be responsible for the safe and secure handling, transport, processing and storage of waste;
	 	 	 
	 	●	be
    responsible for safe and secure handling, transport, processing and storage of recovered oil; and
	 	 	 
	 	●	be
    responsible for the clean-up of any spills, emissions or pollution arising therefrom in accordance with the CONTRACT. 


 


	 	»	For
    the avoidance of doubt, CONTRACTOR shall not own recovered oil unless CONTRACTOR and COMPANY agree otherwise in writing.



 



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CONTRACT
NO: C2394


PROVISION OF INTELLIGENT MONITORING BUOY AND SUPPORT SERVICES



 





 



 


	 	●	Recovered
    Products


 


	 	»	CONTRACTOR
    shall be responsible for recycling, re-use or disposing of the recovered products from the cuttings treatment process (oil,
    water and solids).
	 	 	 
	 	»	COMPANY
    may at its sole option elect to retain the recovered oil at no cost to COMPANY. In this event CONTRACTOR shall store the recovered
    oil until COMPANY requests that it be returned to COMPANY. Any transportation required for returning the recovered oil to
    COMPANY shall be for COMPANY’s account. 
	 	 	 
	 	»	Should
    COMPANY not exercise this option, the CONTRACTOR may, with COMPANY’s approval seek to sell it to an appropriate third
    party, or dispose of it as waste oil.
	 	 	 
	 	»	Prior
    to the commencement of the WORK, CONTRACTOR shall submit a detailed disposal plan for all recovered products (oil, water and
    solids) to COMPANY for approval. COMPANY reserves the right to reject this plan in whole or in part, in which case CONTRACTOR
    shall be requested to propose alternative recycling, re-use or disposal routes for COMPANY’s approval.
	 	 	 
	 	»	Once
    the disposal plan has been mutually agreed between COMPANY and CONTRACTOR, under no circumstances shall CONTRACTOR divert
    from this plan without COMPANY’s prior approval in writing. All recycling, re-use or disposal routes shall require to
    be fully auditable, and COMPANY reserves the right to audit CONTRACTOR at any time.
	 	 	 
	 	»	COMPANY
    shall notify CONTRACTOR of its intentions regarding the retention of recovered oil in writing. 
	 	 	 
	 	»	Where
    COMPANY elects to retain ownership of the recovered oil, it shall be CONTRACTOR’s responsibility to collect, label and
    retain representative samples of oil from each batch of cuttings processed for quality control purposes. On COMPANY’s
    request, these samples shall be forwarded to COMPANY’s designated laboratory as appropriate for testing. In addition
    the CONTRACTOR will cooperate fully with the COMPANY to ensure regulatory requirements for removing the recovered oil from
    the waste chain and enabling its re-use are met. 


 


Health
Risk Management


 


	3.14	Health
    Impact Assessment (HIA), Health Risk Assessment (HRA) and Health Risk Management are essential to ensure that personal, occupational
    and environmental health risks are managed properly.


 


The
CONTRACTOR shall and shall procure that the CONTRACTOR GROUP shall implement specific health management measures for all aspects
of the WORK. This shall be defined in the CONTRACTOR HSE Plan and shall include:


 


	 	●	Clear
    health standards; 
	 	●	Compliance
    with all applicable laws and regulations; or standards where laws and regulations do not exist; regarding safe handling of
    toxic materials and hazardous chemicals and all other construction work practices; 
	 	●	Identification
    of health hazards through risk assessments; 
	 	●	Provision
    for health, sanitations catering and medical facilities for the personnel at each WORKSITE; and
	 	●	A
    fitness for work programme to confirm that personnel are capable of performing WORK without undue risk to themselves or others.


 




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CONTRACT
NO: C2394


PROVISION OF INTELLIGENT MONITORING BUOY AND SUPPORT SERVICES



 





 



 


	3.15	The
    COMPANY is committed to providing a safe and healthy working environment for all personnel, visitors and third parties impacted
    by its operations. This includes an environment free from the hazards caused by the abuse of substances including, without
    limitation, alcohol. The policy equally applies in all aspects to both onshore and offshore personnel both of the COMPANY,
    CONTRACTOR GROUP, and any other contractors at all WORKSITES. CONTRACTOR GROUP shall comply with requirements of the policy
    currently in force which is referenced in Item 5, herein.


 


Design
Risk Management


 


	3.16
    	Excellence
    in design safety is an engineering responsibility and is best achieved through design hazard management, which is a process
    involving major hazard identification, evaluation and continuous risk reduction through design safety measures. Design hazard
    management is underpinned by five engineering activities:


 


	 	●	Inherently
    safer design;
	 	●	Safety
    critical, and environmentally critical design measures;
	 	●	Performance
    standards;
	 	●	Safety
    study programme (including Human Factors), and 
	 	●	ALARP
    demonstration.


 


Managing
hazards in design involves eliminating or minimising major accident hazards at the source and preventing those that remain from
becoming major accidents. It also involves the provision of sufficient design integrity to control the consequences of a major
accident to reduce severity and potential adjustment, while providing mitigation and protection for personnel and key facilities
from the effects (e.g. heat, smoke, gas, toxic fumes etc.).


 


The
CONTRACTOR shall and shall procure that the CONTRACTOR GROUP shall apply the above design safety principles to all design activities
related to the WORK and where appropriate refer to the COMPANY’s “Technical Integrity Performance Standards”
as a guide in the management of technical integrity as relevant to the WORK.


 


Safety
Risk Management


 


	3.17	The
    CONTRACTOR shall, at its own expense, provide its personnel with all necessary protective clothing and equipment suitable
    for the working conditions. For duty offshore, such clothing/equipment shall be in accordance with the COMPANY standard requirements.
	 	 
	3.18	The
    CONTRACTOR shall ensure that CONTRACTOR GROUP’s Personnel are equipped with and make proper use of suitable personal
    protective clothing and equipment for the WORK being undertaken and that such protective clothing and equipment is maintained
    in good condition at all times.
	 	 
	3.19	The
    CONTRACTOR shall ensure that arrangements are in place for the repair and/or replacement of personal protective equipment.
	 	 
	3.20	When
    located at a WORKSITE owned, operated or controlled by the COMPANY, all personnel provided by the CONTRACTOR shall comply
    with all current and relevant COMPANY HSE Practices as they relate to the WORK. At other WORKSITES, the CONTRACTOR and the
    COMPANY shall agree which HSE Practices are appropriate to the WORK and this will be addressed in the HSE Interface Document.
    Where necessary and appropriate, the CONTRACTOR shall seek advice from the COMPANY on the interpretation of the COMPANY’s
    HSE Practices.


 




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CONTRACT
NO: C2394


PROVISION OF INTELLIGENT MONITORING BUOY AND SUPPORT SERVICES



 





 



 


	3.21	The
    CONTRACTOR shall observe and comply and shall ensure that the CONTRACTOR GROUP observes, and complies with the COMPANY’s
    procedures with regard to the selection, deployment, operation and maintenance of equipment offshore. For the purposes of
    this Section V- Health, Safety and Environment, equipment shall mean, without limitation, all portable or transportable plant,
    tools, offices, workshops etc. provided by the CONTRACTOR GROUP.
	 	 
	3.22	The
    CONTRACTOR is responsible for ensuring that all equipment is operated in accordance with safe working practices.
	 	 
	3.23	The
    location of equipment at an offshore WORKSITE shall be agreed in advance by the CONTRACTOR with the COMPANY REPRESENTATIVE.
	 	 
	3.24	The
    CONTRACTOR shall formally advise the COMPANY REPRESENTATIVE(S) in writing of any known medical disability or condition of
    any personnel provided by the CONTRACTOR and/or a member of the CONTRACTOR GROUP in connection with the WORK which may adversely
    affect their own health and safety, or the health and safety of others.
	 	 
	3.25	The
    CONTRACTOR shall ensure that all personnel provided by the CONTRACTOR and/or the CONTRACTOR GROUP shall keep all WORKSITES
    as clean and tidy as is reasonably practicable under the circumstances, to minimise the risk of causing injury to persons,
    damage to property or delays in providing the WORK.
	 	 
	3.26	On
    completion of the WORK, the CONTRACTOR shall and shall procure that the CONTRACTOR GROUP shall, without delay, clear away
    and remove from the WORKSITE all surplus materials and equipment and leave all areas in a clean and tidy condition to the
    satisfaction of the COMPANY REPRESENTATIVE.
	 	 
	4.0	TRAINING
    AND COMPETENCE
	 	 
	4.1	The
    CONTRACTOR shall and shall procure that the CONTRACTOR GROUP ensures that all personnel are trained and competent to perform
    the WORK in a safe and efficient manner. The CONTRACTOR shall ensure that all personnel mobilising to the WORKSITE are trained
    as per the COMPANY minimum standards outlined in Section V – Health, Safety and Environment.
	 	 
	4.2	The
    CONTRACTOR shall provide all necessary technical and vocational training to ensure that CONTRACTOR’S personnel maintain
    the necessary level of competence for the WORK.
	 	 
	4.3	The
    CONTRACTOR shall ensure that all offshore assigned personnel are in possession of emergency training certification in line
    with Oil & Gas UK Guidelines.
	 	 
	4.4	The
    CONTRACTOR shall ensure that all CONTRACTOR GROUP personnel co-operate with COMPANY by taking part in any site or job specific
    training deemed necessary by COMPANY.
	 	 
	4.5	The
    CONTRACTOR shall ensure that, prior to mobilisation to an offshore WORKSITE and / or to a COMPANY OFFSHORE FACILITY as appropriate,
    each member of the CONTRACTOR GROUP conforms to the following training requirements:


 




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CONTRACT
                                         NO: C2394


PROVISION OF INTELLIGENT MONITORING BUOY AND SUPPORT SERVICES



 





 



 


	 	(a)	has
    successfully attended sea survival, firefighting and refresher courses as necessary in accordance with Oil & Gas UK guidelines;
	 	 	 
	 	(b)	has
    successfully completed the Minimum Industry Safety Training (MIST) (Minimum Industry Safety Training) and holds up-to-date
    certified evidence thereof in accordance with the COMPANY’S HSE; and 
	 	 	 
	 	(c)	has
    completed the mandatory Integrated Safe Systems of Work (ISSOW) Roles and Responsibilities Training as well as the appropriate
    level of ISSOW Training which is commensurate with the users roles and responsibilities within the system.


 


In
addition, the CONTRACTOR shall be obliged to ensure sufficient CONTRACTOR GROUP supervisory personnel are employed to make sure
that all of the CONTRACTOR GROUP’s personnel engaged upon the WORK fully understand any and all of the COMPANY’s procedures
and policies written in the English language. The CONTRACTOR shall ensure that there are sufficient CONTRACTOR GROUP supervisory
personnel employed to translate and interpret to non-English speaking/reading CONTRACTOR GROUP personnel engaged in the work the
ISSOW permit to work system and the COMPANY procedures and policies and how they are to be complied with.


 


	5.0	MEDICAL
    FITNESS
	 	 
	5.1	The
    CONTRACTOR shall ensure that all CONTRACTOR GROUP personnel for the performance of the WORK provided are medically fit and
    that in particular, all personnel proposed by the CONTRACTOR GROUP for duty on an offshore WORKSITE and / or COMPANY OFFSHORE
    FACILITY shall be certified as medically fit (including dental fitness) for duty offshore in accordance with the “Recommenced
    General Medical Standards of Fitness for Designated Offshore Employees, UKCS” as issued by UKOOA now known as “Oil
    & Gas UK”.
	 	 
	5.2	The
    CONTRACTOR shall and shall procure that the CONTRACTOR GROUP shall ensure that all personnel engaged in the WORK are aware
    of, and comply with COMPANY’s Substance Abuse Policy, and co-operate with COMPANY in the implementation of that policy.
	 	 
	6.0	MATERIALS,
    TOOLS AND EQUIPMENT
	 	 
	6.1	The
    CONTRACTOR shall and shall procure that the CONTRACTOR GROUP shall ensure that all materials, tools and equipment provided,
    whether owned or rented, are fit for their intended purpose, are appropriately certified, and are stored and maintained such
    that risks to users and others and to the environment are minimised.
	 	 
	6.2	The
    CONTRACTOR shall and shall procure that the CONTRACTOR GROUP shall ensure that all materials and equipment for transportation
    to COMPANY WORKSITES are properly packaged and labelled, and that all relevant documentation requirements are met.
	 	 
	6.3	The
    CONTRACTOR shall where reasonably requested by the COMPANY ensure that third party inspections are carried out in accordance
    with COMPANY procedures. The CONTRACTOR shall and shall procure that that the CONTRACTOR GROUP shall be familiar with, and
    shall ensure that, the maintenance of temporary and portable equipment is inspected in accordance with the COMPANY’s
    Maintenance Procedure.
	 	 
	6.4	The
    CONTRACTOR shall provide evidence of compliance with a Written Scheme of Verification for any supplied equipment deemed to
    be a Safety Critical Element


 




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CONTRACT
                                         NO: C2394


PROVISION OF INTELLIGENT MONITORING BUOY AND SUPPORT SERVICES



 





 



 


	7.0	HSE
    INCIDENT REPORTING AND INVESTIGATION
	 	 
	7.1	CONTRACTOR
    shall and shall procure that the CONTRACTOR GROUP shall ensure that personnel are aware of, and comply with, COMPANY’s
    requirement to properly report all incidents including near-misses.
	 	 
	7.2	The
    CONTRACTOR shall notify COMPANY both orally and in writing immediately after discovering, or receiving a report relating to
    any of the following events in relation to the WORKSITE:


 


	 	●	The
    death of any member of the CONTRACTOR GROUP;
	 	●	The
    injury of any member of the CONTRACTOR GROUP;
	 	●	Near
    Misses; 
	 	●	Environmental
    releases;
	 	●	Any
    regulatory reportable incident or any event with adverse public/authority/NGO/media response;
	 	●	Any
    significant security event; 
	 	●	The
    receipt by the CONTRACTOR GROUP of any environmental improvement notice by any governmental authority;
	 	●	The
    receipt by the CONTRACTOR GROUP of notice of any alleged violation of HSE regulations or of any action against the CONTRACTOR
    GROUP by any government authority; or
	 	●	Any
    proceedings being commenced or threatened, alleging any failure by CONTRACTOR GROUP to comply with HSE regulations or alleging
    potential responsibility for the release of hazardous material.


 


	7.3	The
    CONTRACTOR shall and shall procure that the CONTRACTOR GROUP shall co-operate with the COMPANY in the investigation of any
    incidents with which CONTRACTOR GROUP is deemed to have an association.
	 	 
	 	Where
    the event is related to the WORK, COMPANY shall be invited to participate in both the investigation and root cause analysis
    process and be kept informed of progress relating to close out of incident and associated actions.
	 	 
	7.4	The
    CONTRACTOR shall and shall procure that the CONTRACTOR GROUP shall co-operate with the COMPANY in implementing corrective
    and preventive measures identified by incident investigations.
	 	 
	7.5	The
    CONTRACTOR shall and shall procure that the CONTRACTOR GROUP shall co-operate with the COMPANY in ensuring that any lessons
    learned from incident investigations are properly communicated, and are incorporated into HSE Management Systems and workplace
    practice, where appropriate.
	 	 
	7.6	The
    CONTRACTOR shall ensure that the COMPANY is advised of any incidents occurring at CONTRACTOR GROUP’s premises that involve
    COMPANY people or equipment or could adversely impact on COMPANY’s business. 
	 	 
	8.0	PERFORMANCE
    MANAGEMENT
	 	 
	8.1	The
    CONTRACTOR shall on behalf of the CONTRACTOR GROUP, submit a formal report to the COMPANY REPRESENTATIVE, as and when requested
    by COMPANY, which summarises its HSE performance in the preceding reporting period. This report shall detail, without limitation,
    the following:


 




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CONTRACT
                                         NO: C2394


PROVISION OF INTELLIGENT MONITORING BUOY AND SUPPORT SERVICES



 





 



 


	 	(a)
    	performance
    against agreed/planned HSE targets;
	 	 	 
	 	(b)	all
    Oil & Gas Producers (OGP) and Reporting of Injuries, Diseases and Dangerous Occurrence (RIDDOR) reportable injuries; 
	 	 	 
	 	(c)	all
    other accidents, spills or other unplanned discharges which either result in, or have potential for, significant injury/damage/loss
    or are reportable to a statutory authority;
	 	 	 
	 	(d)	all
    near miss incidents which have potential for injury/damage/loss;
	 	 	 
	 	(e)
    	the
    issue or proposed issue of an Improvement or Prohibition Notice, notice of intended prosecution or other legal process;
	 	 	 
	 	(f)
    	any
    other event reportable to a statutory authority;
	 	 	 
	 	(g)	a
    summary of monitoring activity, reviews, inspections and audits;
	 	 	 
	 	(h)	a
    summary of the status of any remedial actions; and
	 	 	 
	 	(i)	total
    worked hours for all personnel provided by the CONTRACTOR GROUP on the WORK.


 


	8.2	The
    CONTRACTOR shall undertake an appropriate level of monitoring of HSE performance in the execution of the CONTRACT workscope.
	 	 
	8.3	The
    CONTRACTOR shall co-operate with the COMPANY in the formal HSE audit and review of the CONTRACT Scope of Work.
	 	 
	8.4	The
    CONTRACTOR shall co-operate with COMPANY in the identification and implementation of HSE performance improvement measures.
	 	 
	8.5	The
    CONTRACTOR shall routinely provide updates to the COMPANY of the HSE Plan, refer to items 1.10 to 1.14, herein.
	 	 
	9.0	EMERGENCY
    RESPONSE
	 	 
	9.1	The
    CONTRACTOR GROUP shall co-operate with the COMPANY in providing an appropriate response to emergencies occurring at COMPANY
    OFFSHORE FACILITIES and WORKSITES.
	 	 
	9.2	The
    CONTRACTOR shall be required to provide an emergency response support capability as defined by the SMS Interfacing process.
	 	 
	9.3	The
    CONTRACTOR shall co-operate with the COMPANY in ensuring that emergency response arrangements are effective by taking part
    in simulation exercises as requested by COMPANY.
	 	 
	9.4	The
    CONTRACTOR shall co-operate with the COMPANY in providing an appropriate response to emergencies occurring at COMPANY OFFSHORE
    FACILITIES and WORKSITES.


 


	10	AUDIT
    AND ASSURANCE
	 	 
	 	The
    COMPANY reserves the right to access and audit all processes and procedures relevant to ensure that WORK is carried out safely
    without risk to health or the environment.
	 	 
	11	REFERENCE
    DOCUMENTS
	 	 
	 	In
    the performance of the WORK, in addition to the CONTRACTOR’s own HSE Management System, the CONTRACTOR shall refer to
    the appropriate systems that specify the COMPANY’s HSE requirements. The COMPANY HSE Policy and Golden Rules are attached
    below.


 







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CONTRACT
NO: C2394


PROVISION OF INTELLIGENT MONITORING BUOY AND SUPPORT SERVICES 







 





 



 





 



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CONTRACT
                                         NO: C2394


PROVISION OF INTELLIGENT MONITORING BUOY AND SUPPORT SERVICES 



 





 



 





 


For
further details on the COMPANY’s Golden Rules, please open the attached PDF:


 





 







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CONTRACT
                                         NO: C2394


PROVISION OF INTELLIGENT MONITORING BUOY AND SUPPORT SERVICES



 





 



 


	12.0	QUALITY
    ASSURANCE
	 	 
	12.1	It
    is a requirement of the CONTRACT that the CONTRACTOR has a documented and maintained Quality Management System (QMS) to control
    all aspects of the WORK
	 	 
	12.2	The
    CONTRACTOR shall upon request from the COMPANY demonstrate an overview of its QMS, its parameters and operational functionality
    and shall provide the COMPANY with a copy of any independent certification of the system by an accredited body.
	 	 
	12.3	The
    CONTRACTOR is required to develop and maintain a “contract specific” Quality Plan for the WORK. The outline “contract
    specific” Quality Plan shall describe management activities necessary to fulfil the requirements of the work including
    organisation, personnel and resources. The outline “contract specific” Quality Plan shall also describe how any
    proposed subcontracted supply and services will be managed and describe Quality Control (QC) measures that will be used to
    assure supply / services meet with specified requirements.
	 	 
	12.4	The
    CONTRACTOR shall prepare and submit any audit schedule that it proposes to initiate and maintain in connection with the provision
    of the WORK. The audit schedule shall include sufficient audits to assure compliance with stated quality requirements from
    the CONTRACT and the QMS. The COMPANY, or the COMPANY’s nominated independent verification body, may wish to participate
    in the contractor’s audits and / or perform its own audits of the contractoR’s
    activities.
	 	 
	12.5	The
    CONTRACTOR shall participate in the COMPANY Non-Conformance Reporting (NCR) and Performance Monitoring Systems and shall accommodate
    the COMPANY QC requirements in all aspects of the WORK.
	 	 
	12.6	Quality
    requirement clarification meetings shall be held between the COMPANY and the CONTRACTOR post-contract award; these meetings
    may produce additional and/or more detailed quality and quality related requirements with which the CONTRACTOR shall comply.
	 	 
	12.7	The
    CONTRACTOR shall, if requested, be able to provide to the COMPANY an acceptable ‘Work History’ for all equipment
    supplied by CONTRACTOR GROUP for the COMPANY’s operations. Such data may include, but not be limited to hours run, damage
    history, maintenance history, certification and testing history, manufacture and source information etc., in both written
    and graphic form.
	 	 
	12.8	The
    CONTRACTOR shall maintain and, when required, be able to demonstrate that it has procedures for inspection of all non-magnetic
    equipment.
	 	 
	12.9	Any
    certification supplied should remain valid for the period such equipment is expected to be offshore, where this is not the
    case, the CONTRACTOR shall seek COMPANY acceptance and / or dispensation.


 




    	Approved by COMPANY.............	Approved by CONTRACTOR.............



    	 



    

 


CONTRACT
                                         NO: C2394


PROVISION OF INTELLIGENT MONITORING BUOY AND SUPPORT SERVICES



 


 






 


SECTION
VII


 


TRAINING


 


(Not
Used)


 




    	Approved by COMPANY.............	Approved by CONTRACTOR.............



    	 



    

 


CONTRACT
                                         NO: C2394


PROVISION OF INTELLIGENT MONITORING BUOY AND SUPPORT SERVICES



 





 



 


SECTION
VIII


 


MATERIALS,
SERVICES and FACILITIES to be PROVIDED by the COMPANY


 




    	Approved by COMPANY.............	Approved by CONTRACTOR.............



    	 



    

 


CONTRACT
                                         NO: C2394


PROVISION OF INTELLIGENT MONITORING BUOY AND SUPPORT SERVICES



 





 



 


The
COMPANY shall, in addition to its responsibilities defined elsewhere in the CONTRACT, provide or be responsible for the following
at no cost to the CONTRACTOR:


 


	1.0	The
    provision of such drawings, specifications and technical data and information in connection with or regarding the WORK as
    is deemed appropriate by the COMPANY REPRESENTATIVE.
	 	 
	2.0	The
    collection and re-delivery to the CONTRACTOR’s premises all CONTRACTOR material and plant for transportation offshore
    and provision of craneage at the COMPANY’s supply base;
	 	 
	3.0	The
    supply and delivery to the offshore WORKSITE or the CONTRACTOR’s
    premises, as appropriate, of
    COMPANY provided items in accordance with the dates or times specified in any agreed programme.
	 	 
	4.0	The
    provision of travel to and from the heliport (or in the case of sea transfer the embarkation point) and COMPANY’s offshore
    installations, all offshore accommodation, messing and medical facilities. 
	 	 
	5.0
    	COMPANY
    to facilitate the provision of all mooring equipment and charter of suitable deployment and recovery vessels in accordance
    with CONTRACTOR approved PB3 loadout and recovery procedures. Recovery and deployment of PB3 will be provided for at COMPANY
    expense and performed under the supervision and instruction of CONTRACTOR. Permits and authorisations required for deploying
    the PB3 shall be obtained and maintained by COMPANY
	 	 
	8.0	All
    prices are exworks CONTRACTOR premises Monroe Township, New Jersey, USA, CONTRACTOR to arrange delivery based on INCOTERM
    2010 DAP to COMPANY designated delivery port and back charge in advance to COMPANY. All costs associated with quayside activity,
    storage and staging, transportation ex Aberdeen shall be provided by COMPANY at COMPANY’s cost.
	 	 
	9.0
    	COMPANY
    shall pay sensor NRE costs of more than $***.



 


***This
information has been omitted in reliance upon Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and has been filed
separately with the Securities and Exchange Commission.







 



    	Approved by COMPANY.............	Approved by CONTRACTOR.............



    	 



    

 


CONTRACT
NO: C2394


PROVISION OF INTELLIGENT MONITORING BUOY AND SUPPORT SERVICES



 





 



 


Exhibit
1


 


INTRODUCTION


 


This
document provides high level specification for PB3-A3 PowerBuoyTM for Premier Oil (PMO).


 


Reference
Documents


 


Below
is the list of reference documents for this buoy.


 


	 	1.	800-6000-0000
    PB3-A3 Buoy Assembly
	 	2.	800-6000-0100
    PMO Buoy Assembly


 


Acronyms


 


CG:
Center of gravity


CB:
Center of buoyancy


PTO:
Power take-off


 


Buoy
Characteristics


 


System
Characteristics


 


Mechanical


 


	 	-	Survival
    and fatigue design loads are derived from a 25 m deep North Sea site 
	 	-	Total
    float stroke: 1.5 m
	 	-	Free
    float stroke: 1.2 m
	 	-	Max
    operational force: 15 kN
	 	-	Max
    operational velocity: 1.0 m/s
	 	-	Brake
    force: 22.5 kN


 


Electrical


 


	 	-	Usable
    Energy Storage System(ESS) size: 30 kWh
	 	-	Battery
    type: Lithium Ion
	 	-	Nominal
    HVDC bus voltage: 320 VDC
	 	-	Nominal
    LVDC bus voltage: 24 VDC
	 	-	100
    Mbit ethernet data connectivity


 


Physical
Characteristics


 


Below
are the high-level physical characteristics of the buoy.


 


	 	-	Height:
    13.0 m
	 	-	Length
    and Width: 3.0 m
	 	-	Dry
    mass: less than 10,000 kg


 




    	Approved by COMPANY.............	Approved by CONTRACTOR.............



    	 



    

 


CONTRACT
                                         NO: C2394


PROVISION OF INTELLIGENT MONITORING BUOY AND SUPPORT SERVICES



 





 



 


Structure
Specification


 


Bridge


 


	 	-	Bridge
    has general-purpose mounting provisions for various equipment 
	 	-	Instruments
    on Bridge:


 


	 	1.	Marine
    Beacon
	 	2.	Satelite
    tracker
	 	3.	Lightening
    rod
	 	4.	Radar
    reflector



 

Float


 


	 	-	Float
    trims at the mid-plane; the float displacement only supports the mass of itself, bridge assembly and moving PTO components.
	 	-	The
    float guides constrain the roll motion relative to the spar within 2 degrees (+/-1 deg).
	 	-	The
    float guides constrain the yaw motion relative to the spar within 2 degrees (+/- 1 deg).
	 	-	The
    float has lifting lugs for horizontal or vertical lifting of the float halves.


 


Spar


 


Function


 


	 	-	Spar
    houses the power conversion assembly, energy storage system, electrical control panel, and autoballast system.
	 	-	Linear
    seal on the lid prevents water ingress into the spar, while allowing low friction movement of the input rod


 


Design


 


	 	-	Spar
    is designed based on loads during survival conditions resulting from waves, float movements and 1.5 times the maximum hydrostatic
    pressure.


 


Ballast
provisions





 


	 	-	The
    auto ballast system is standard on PB3 PowerBuoys. This allows for remote activation of ballasting and de-ballasting of the
    buoy.
	 	-	Manual
    (diver assisted) ballasting provisions is available in case of emergencies.
	 	-	The
    controlled balasting system feature allows the buoy to be towable horizontaly. The operational ballast must be sufficient
    to trim the spar such that the float mid-plane and spar mid-stroke is coincident. Ballast chamber has at least 10% additional
    capacity to compensate for manufacturing weight tolerances.
	 	-	Maximum
    allowable payload mass on the lid for PB3 is 140 kg 
	 	-	Maximum
    allowable payload mass on heave plate for PB3 is 950 kg



 


Mooring
Connections


 





	 	-	Spar
    has three upper and three lower mooring lugs.


 



    	Approved by COMPANY.............	Approved by CONTRACTOR.............



    	 



    

 


CONTRACT
                                         NO: C2394


PROVISION OF INTELLIGENT MONITORING BUOY AND SUPPORT SERVICES



 





 






 


	 	-	The
    mooring lugs are DNV certified for an optional tow-out operation.


 


Lifting


 


	 	-	Spar
    has two lifting lugs on either side of the CG and capable of lifting the assembled buoy.
	 	-	The
    lifting points are designed for offshore lifting under the conditions described in DNVGLST-0001


 


Heave
Plate


 


Design


 


	 	-	Heave
    plate is designed for survival moment and axial forces.


 


Weight
plates


 


	 	-	Heave
    plate allows for bolting enough weight plates so that the buoy keels in proper orientation during horizontal towing.


 


PowerBuoyTM
Controls and Communications


 


Buoy
Controller:


 


	 	-	PowerBuoy
    control and comand function 
	 	-	Local
    data collection and storage
	 	-	Transmission
    of select data back to shore station
	 	-	HMI
    for real time monitoring and control


 


Communications
System:


 


	 	-	Cellular
    modem with VPN capability
	 	-	Wi-Fi
    for local buoy control and high-speed data transfer
	 	-	Satellite
    and fiber optic options are available, but not part of the base buoy design



 



    	Approved by COMPANY.............	Approved by CONTRACTOR.............



    	 



    

 


CONTRACT
                                         NO: C2394PROVISION OF INTELLIGENT MONITORING BUOY AND SUPPORT SERVICES



 


 






 


Applicable
Lid Interfaces


 


Upper
Junction Box


 


Electrical
Connections


 


	Connector
    Size & Pin Count	 	Signal
    Description	 	Intended
    Use	 	Connection
    Number
	M12,
    4 Pin	 	24V
    Switched Power, 2 Pairs @ 2A Output Total	 	Upper
    Junction Box Network Switch & Comms	 	J172
	M12,
    8 Pin	 	Ethernet
    & DC Power	 	External
    Power & Ethernet	 	J105
	M12,
    8 Pin	 	24V
    Switched Digital Outputs, 4 Channels @ 1A Each Output	 	Payload
    Control	 	J79
	M44,
    4 Pin	 	320V
    Switched Power, 1 Channel, 2 Pairs @ 12.5A Total Output	 	HVDC
    Ext Payloads	 	J14



 


Additional
Sensors


 


COMPANY
and CONTRACTOR shall mutually agree on sensors to be utlitised with the PowerBuoy. Sensors shall be provided by the COMPANY to
CONTRACTOR or COMPANY shall be billed for sensors by the CONTRACTOR.


 


CONTRACTOR
shall provide up to US$*** in Non-Recurring Engineering (NRE) expenses to the COMPANY at no charge for integration of the sensors.
NRE, validation testing, and manufacturing labour costs exceeding US$*** will be billed at CONTRACTOR’S standard rates,
including profit and overhead.


 


Warranties
and Representations


 


CONTRACTOR
shall warrant Rental Equipment against defects in material and workmanship during the RENTAL PERIOD, not to exceed one year from
the commencement of the RENTAL PERIOD. This warranty shall NOT cover, nor shall CONTRACTOR be responsible for, any and all costs
incurred for recovery, handling, storage, and redeployment of defective Rental Equipment.


 


***This
information has been omitted in reliance upon Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and has been filed
separately with the Securities and Exchange Commission.







 







    	Approved by COMPANY.............	Approved by CONTRACTOR.............



    	 



    

 


CONTRACT
                                         NO: C2394


PROVISION OF INTELLIGENT MONITORING BUOY AND SUPPORT SERVICES



 





 



 


Exhibit
2


 


Contract
Milestones


 


	Date	 	 	 	Milestone
	No
    later than 11/5/2018	 	Delivery
    Date	 	PB3
    delivered to Premier Oil Aberdeen facility
	Not
    Later than 11/19/2018	 	Deemed
    “Fit for Purpose”	 	Commencement
    of the Trial Period occurs the earlier of PB3 “deemed fit for purpose” or fourteen (14) calendar days after delivery,
    unless the buoy is “not deemed fit for purpose” within the fourteen (14) day period. 
	2/12/2019	 	Initial
    Trial Completion	 	Completion
    of the first three-month rental period
	8/12/2019	 	Six
    Month Option Completion	 	Completion
    of the remaining six-month rental of the cumulative nine-month Rental Period
	8/6/2019	 	Redelivery
    Date	 	PB3
    redelivered to Premier Oil Aberdeen facility by Premier Oil at the conclusion of the Rental Period, subject to term of the
    Rental Period. This date is intended to represent the end of the nine (9) month rental period. 


 


The
Place of Delivery is Monroe Township, New Jersey, USA


 


Success
Criteria for the Three (3) Months Initial Trial Period


 


At
the conclusion of the three-month initial trial period, and as a condition for commencing the six-month option period, CONTRACTOR
shall demonstrate to the reasonable satisfaction of the COMPANY REPRESENTATIVE that the material provisions of the following success
criteria have been accomplished:


 


	 	●	The
    PB3 design and build quality supports the deployment, recovery and operational requirements.
	 	●	The
    PB3 has demonstrated its ability to be successfully and securely moored, providing a platform on which native and 3rd party
    equipment can operate.
	 	●	Notwithstanding
    prolonged extreme weather events, the PB3 has been able to provide all its consumers (native as well as 3rd party equipment)
    with continuous power and communications.
	 	●	The
    PB3’s internal housekeeping and (energy) management systems have been functional 24/7.
	 	●	Notwithstanding
    uptime of the communication links between the PB3 and OPT’s onshore base, demonstrate the ability of OPT’s onshore
    condition monitoring system to continuously collect, store and process housekeeping data from the PB3 offshore (excluding
    3rd party equipment), and present this data to end users onshore via a secure web portal and/or dedicated application.


 






    	Approved by COMPANY.............	Approved by CONTRACTOR.............